Cboe Global Markets (CBOE) 10-K risk factor changes: FY2023 vs FY2022

| | ● | our ability to attract and retain skilled management and other [removed: personnel, including compensation inflation;] [added: personnel;] |

| | ● | factors that impact the quality and integrity of our [added: and other applicable] indices; |

| | ● | our ability to minimize the risks, including our [removed: credit] [added: credit, counterparty, investment,] and default risks, associated with operating a European clearinghouse; |

We hold exclusive licenses to list securities index options on the S&P 500 Index, the Russell 2000 Index, [removed: as well as others,] [added: and other indices] granted to us by the owners of such indices, and additionally hold exclusive rights to our proprietary VIX [added: Index]

In [removed: 2022,] [added: 2023,] approximately [removed: 60.7%] [added: 69.2%] of our [removed: net] transaction and clearing fees [removed: (defined below)] [added: less liquidity payments and routing and clearing costs ("net transaction and clearing fees")] were generated by futures and index options, the overwhelming majority of which were generated by [removed: our exclusively-licensed] products [added: based on exclusively licensed indices] (e.g., SPX options) and products based on our proprietary VIX methodology (e.g., VIX options and futures).

As a result, our revenues less cost of revenues are dependent in large part on the exclusive licenses we hold for these [removed: products] [added: indices] and our ability to maintain our exclusive proprietary rights in the VIX [added: Index] methodology and related products and indices.

In addition to the risks related to our exclusive licenses, if we are unable to retain exclusive proprietary rights in the VIX [added: Index] methodology and related products and indices, our volatility products could be subject to multiple listing which could have a material adverse effect on us.

Furthermore, our competitors may succeed in developing, offering and providing a market for the trading of index-based or volatility [removed: products] [added: products, such as cash settled index options or options on ETFs,] that are economically similar to those that we offer and they may become successful and take away volume from our products.

The value of our licenses to exclusively list [removed: securities] index options and futures also depends on the continued ability of index owners to require licenses for the trading of options and futures based on their indices.

| | ● | the availability [added: or perceived attractiveness] of alternative investment [removed: opportunities;] [added: opportunities or indices;] |

We also compete against certain multi-listed options products, such as [removed: SPY,] [added: SPY options,] which offer some of the features of our proprietary products, such as [removed: SPX.][added: SPX options.]

Further, regulatory and legal developments, including the new equity market structure [removed: proposals,] [added: proposals and the new Volume Based Proposal] could also [removed: impact] [added: adversely impact, as applicable,] our ability to adjust pricing to respond to actions by new or existing [removed: competitors or may adversely impact] [added: competitors,] the amount of liquidity providers can [removed: provide.][added: provide, our ability to offer members volume-based pricing.]

[removed: In] [added: Additionally, in] the U.S., we are generally required to file with the SEC any changes to the fees that we charge and in recent years the SEC has more heavily scrutinized pricing changes.

In [removed: 2022,] [added: 2023,] approximately [removed: 68.1%] [added: 71.2%] of our revenues less cost of revenues were generated by our transaction and clearing-based business.

If the amount of trading volume on our Exchanges, Cboe Digital Exchange, CFE, BIDS Trading, [removed: NEO, and MATCHNow,] [added: Cboe Canada Inc.,] notional value traded on Cboe FX, Cboe SEF, Cboe Europe Equities and Derivatives, Cboe Australia, and Cboe Japan or clearing volumes at Cboe Clear Europe or Cboe Clear Digital decrease, we are likely to see a decrease in fees.

If the amount of our trading volume [removed: decreases] [added: decreases, including as a result of the Volume Based Proposal proposed prohibition on volume-based agency tiers,] or the mix traded shifts to our lower revenue per contract products, our revenues from transaction fees will most likely decrease.

The occurrence of any event that reduces the amount of market data fees that we receive, whether as a result of fee reductions, fewer members subscribing to the U.S. tape plans or other market data offerings, [added: lack of new products,] declines in market share, trading volumes, or notional volumes, or regulatory changes may have a direct negative impact on our business, financial condition, and operating results.

As discussed above, the implementation of MDIR or the new equity market structure proposals could cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with the new rules, and may have a material impact on our business, financial condition, [removed: and operating results, including if, for example, there are lower SIP plan revenues or we must reduce the fees or access fee caps we charge.]

In addition, [removed: as discussed above,] the SEC approved a Consolidated Data Plan to replace the three equity data plans that govern the dissemination of real-time, consolidated market data for NMS stocks.

As discussed above, the E.C. published provisions for a consolidated tape for the EU, which is expected to be implemented in [removed: late 2023 or early 2024.][added: 2026.]

The technology upon which we rely, including that of our service providers, may be [removed: vulnerable] [added: susceptible] to security [removed: vulnerabililities] [added: vulnerabilities] or breaches that could harm our business and our role in the global marketplace puts us at heightened risk relative to other public companies.

The secure and reliable operation of our technology, including our computer systems and communications networks, and those of our service providers, market [removed: participants] [added: participants, investments,] and other [removed: third-parties,] [added: third parties,] is a critical element of our [removed: operations.][added: operations or our business, financial condition or operating results.]

These systems and networks may be subject to various cybersecurity [removed: incidents,] [added: incidents such as] improper or inadvertent access to or disclosure of confidential, commercially sensitive, or personally identifiable information, data theft, corruption or destruction, [removed: cyber-attack,] ransomware, supply chain attack, denial of service attack, malware and other security problems, as well as acts of terrorism, attacks by threat actors including criminal groups, political activist groups and nation-state actors, attacks in connection with geopolitical activity such as the [removed: war between Russia] [added: conflicts in Eastern Europe] and [removed: Ukraine, natural disasters, human error,] [added: the Middle East,] criminal insider activity, employee error, [removed: power loss,] service provider, market participant or third-party disruptions or security breaches and other events that are beyond our control.

We [removed: currently] maintain policies, procedures and controls designed to [removed: reasonably protect] [added: safeguard against cybersecurity incidents and unauthorized access by protecting] the confidentiality, integrity, availability and reliability of our systems, networks and [removed: information more broadly, and to guard against cybersecurity incidents and unauthorized access.][added: information.]

These policies, procedures and controls are subject to [removed: periodic] monitoring, auditing, and evaluation practices, pursuant to our [removed: enterprise risk management] [added: Enterprise Risk Management] program, which is supported by a three lines of defense approach, and our other governance practices.

Further, we developed and maintain cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our [removed: systems, which include simulations, tabletop exercises, and response readiness tests.][added: systems.]

Collectively, these safeguards and measures or those of our third-party providers, including any cloud technologies, may prove inadequate to prevent the attendant risk posed by cybersecurity incidents, subjecting us to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, [removed: and] increased scrutiny by our regulators, and materially impacting our business, financial condition and operating results.

We may be required to expend significant resources in the event of any real or threatened breaches in [removed: security or system failures,] [added: security,] including to protect against threatened breaches, to alleviate harm caused by an actual breach, and to address any reputational harm or litigation or regulatory liability.

Despite our cybersecurity measures, [removed: it is possible for] security vulnerabilities or breaches [removed: to] [added: may] remain undetected for an extended period of time.

Additionally, as threats continue to evolve and increase, [added: as we continue to expand ongoing risk management] and [added: related assurance activities, and] as the domestic and international regulatory environment related to [removed: information security, data collection and use,] [added: cyber security] and [removed: privacy] [added: data protection] becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify and remediate any security [removed: vulnerabilities, which could have an adverse effect on our business, financial condition and operating results.][added: vulnerabilities.]

[added: The roles and responsibilities of departing executive] officers and employees will need to be filled either by existing or new officers and employees, which may require us to devote time and resources to identifying, hiring and integrating replacements for the departed executives and employees that could otherwise be used to pursue business opportunities, which could have a material adverse effect on our overall business, financial condition and operating results.

This competition has continued due to [removed: employee resignations,] tighter supply of available [removed: labor,] [added: labor and] compensation [removed: inflation, as well as the growth of new asset classes such as the digital asset space.][added: inflation.]

We have [added: previously] faced [added: and may in the future face] increased challenges in retaining and attracting qualified employees.

Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key [removed: employees] [added: employees, including the recent leadership transitions,] could hinder our strategic planning and execution.

| | ● | If OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, Cboe Clear Digital, JSCC, ASX Clear Pty Ltd, and SIX x-clear were unable to perform clearing services for existing or new products, or their clearing members were unable or unwilling to clear through them, transactions could likely not occur on our markets or there may be delays, including until clearing is moved to another clearing agency. In [removed: 2022,] [added: 2023,] approximately [removed: 60.7%] [added: 69.2%] of our net transaction and clearing fees were generated by options and futures that were cleared through OCC. |

| | [removed: ●] | [removed: We rely on FINRA CAT LLC, a subsidiary of FINRA, to provide services for the implementation of the CAT. If FINRA CAT LLC or its third-party service providers stop providing services or provide inadequate services, we and the other SROs may not be able to recover costs related to the implementation of CAT, incur penalties for delays of implementation, incur related litigation and other expenses, or incur regulatory liability including] enforcement action by the SEC or limitations placed upon our markets. In addition, until the [removed: SEC approves a] funding model that shares the cost of the CAT between the SROs and industry [removed: members,] [added: members is implemented,] the SROs may continue to incur additional significant costs, or result in not being able to collect on the promissory notes related to the funding of the implementation and operation of the CAT. See Note 8 (“Credit Losses”) and Note 9 (“Other Assets, Net”) for further information. |

At December 31, [removed: 2022,] [added: 2023,] there were [removed: 118] [added: 117] TPHs that are clearing members of OCC.

[removed: Two] [added: Three] clearing members accounted for approximately [removed: 61.3%] [added: 79.6%] of transaction and other fees collected through OCC in [removed: 2022.][added: 2023.]

[added: An interruption or] malfunction in or the cessation or impairment of an important service by a third party or disruption of a third party’s operations could cause us to halt trading in some or all of our products or our services, make us unable to conduct other aspects of our business, cause us to experience the loss of a significant number of market participants or cause us to experience a significant reduction in trading activity on our options and futures markets, each of which could have a material adverse effect on our business, financial condition and operating results.

Differences in the calculations from methodologies described in published materials or incorrect calculations of [removed: spot VIX Index values or] our [removed: other spot volatility] indices, including those instances that we announced on July 30, 2021, or the failure to implement any planned remedial changes may result in the loss of perceived quality and integrity of our indices, loss of demand for our products, increased potential for investigations and enforcement proceedings, increased potential for failure to perform our obligations under agreements concerning our products or in our capacity as an index provider, and increased exposure to third party claims and related litigation expenses, which could have a material adverse effect on our business, financial condition and operating results.

In addition, a diminished perceived attractiveness of or change in demand for any of the indices underlying our products and services, especially the S&P 500 Index, for any reason could have a material adverse effect on our business and profitability.

and operating results, including if, for example, there are lower SIP plan revenues or we must reduce the fees or access fee caps we charge.

Additionally, cyber threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence (“AI”) and quantum computing.

We also conduct simulations, tabletop exercises, and response readiness tests and engage independent third parties on a routine basis to perform cybersecurity penetration assessments.

As a result of our ongoing risk management and related assurance activities, we have identified, addressed, and continue to address potential security vulnerabilities and/or internal control weaknesses.

We are not aware of any of these vulnerabilities having a material impact on our business, financial condition or operating results to date.

However, we cannot provide assurance that any future vulnerabilities, internal control weaknesses, or events that

may be experienced will not be material.

Those additional resources could have an adverse effect on our business, financial condition and operating results.

For example, on September 18, 2023, Edward T.

Tilly, former Chief Executive Officer of the Company, resigned and voluntarily terminated his employment with the Company.

Following Mr. Tilly’s resignation, Fredric J.

Tomczyk, an existing director of the Company, was appointed as Chief Executive Officer of the Company, effective as of September 18, 2023.

Further, on July 6, 2023, Brian N.

Schell, former Executive Vice President, Chief Financial Officer and Treasurer, announced his departure from the Company to pursue a new professional opportunity outside of the exchange industry.

Jill M.

Griebenow, Senior Vice President, Chief Accounting Officer, was appointed to serve as Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer effective July 10, 2023, and currently serves as Executive Vice President, Chief Financial Officer.

Additionally, on October 12, 2023, Catherine R.

Clay was appointed to serve as Executive Vice President, Global Head of Derivatives and Adam Inzirillo was appointed to serve as Executive Vice president, Global Head of Data and Access Solutions.

| | ● | develop and incorporate more quickly new technologies, such as AI, machine learning, blockchain, distributed ledger technology, quantum computing, tokenization, the cloud, and other emerging technologies; |

| | ● | We rely on FINRA CAT LLC, a subsidiary of FINRA, to provide services for the implementation of the CAT. If FINRA CAT LLC or its third-party service providers stop providing services or provide inadequate services, we and the other SROs may not be able to recover costs related to the implementation of CAT, incur penalties for delays of implementation, incur related litigation and other expenses, or incur regulatory liability including |

For example, from time to time we discover and remediate billing errors, however, we are not aware of any of these errors having a material impact on our business, financial condition or operating results to date, however we cannot assure you that we will not experience future errors or events that may be material or result in additional regulatory scrutiny.

Furthermore, Cboe Clear Europe interoperates with two central counterparties and requires its applicable participants to make deposits to an interoperable fund, which are pledged to the interoperable central counterparties.

Additionally, investment losses in excess of capital set aside by Cboe Clear Europe for counterparty risk are allocated back to clearing participants.

disruptions in service, slower response times and delays in the introduction of new products and services.

With respect to trades in options and futures occurring on Cboe Europe Derivatives, Cboe Clear Europe acts as a central counterparty that, for its clearing participants, becomes the buyer to every seller and the seller to every buyer.

As a result, Cboe Clear Europe guarantees the timely performance of the settlement obligations of buyers and sellers and takes on the risk of the performance of the transactions that it clears.

settlement on all of our matched trades in Australia.

With respect to trades in digital assets occurring on Cboe Digital Exchange, we deliver matched trades of our customers to Cboe Clear Digital, which acts as a central counterparty on all transactions occurring on Cboe Digital Exchange and, as such, guarantees clearance and settlement of all of those matched spot and futures trades.

In 2021 we purchased Cboe Asia Pacific, a

The Cboe Digital futures exchange and clearinghouse are regulated by the CFTC and subject to comprehensive regulation by the CFTC.

For risks related to Cboe Digital see also below “Risks Relating to Our Cboe Digital Business.”

We have also experienced, and we may also experience due to changes in administrations in the jurisdictions that we operate and

Further, on October 18, 2023, the SEC released the Volume Based Proposal and, although the new rules do not appear likely to have a near term material impact, the new rules may have a long term material impact on our business, financial condition and operating results if, for example, there is a reduction of overall volumes, liquidity, or market share on Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA.

If the BIDS Trading ATS were to be deemed to be

We maintain risk management, compliance and monitoring policies, procedures and programs that are reasonably designed to help with our compliance with applicable laws and rules and to prevent, detect, deter, monitor and manage our risks, including enterprise risk, compliance, regulatory, and internal audit programs, but such policies, procedures and programs may not be fully effective in their operation.

More specifically, some jurisdictions where we operate are implementing Pillar 2 laws to effectuate a 15% minimum tax as of January 1, 2024.

Currently, we do not expect a material tax cost to arise from the implementation of such legislation, as drafted.

In 2023, we terminated and paid off outstanding amounts under our term loan facility.

For example, in 2022, the Company previously recorded goodwill impairment charges of $460.9 million

Independent third-party cybersecurity penetration assessments are also routinely performed.

The roles and responsibilities of departing executive

The next largest clearing member accounted for approximately 18.2% of transaction and other fees collected through OCC.

An interruption or

adverse effect on our business, financial condition, operating results and cash flows and could heighten many of the other risks described herein.

performance of these regulatory functions.

continues to evolve.

Our ability to comply with applicable laws and rules is largely dependent on our establishment and maintenance of compliance, risk, audit, and reporting systems and procedures, as well as our ability to attract and retain qualified compliance, risk and audit management personnel.

These systems and procedures may not be fully effective.

customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a transaction.

Further, a portion of our borrowings are at variable rates of interest, which exposes us to the risk of increased interest rates unless we enter into offsetting hedging transactions.

There is no assurance that we will maintain such credit

Following the acquisition Cboe Digital, in the quarter ended June 30, 2022, negative events and trends in the broader digital asset environment emerged, such as deleveraging and bankruptcies, and certain negative trends in the broader digital asset environment that started in late 2021 intensified, such as the decline in digital asset prices, overall market activity, and market capitalization.

Additionally, following the acquisition of Cboe Digital , the efforts to syndicate minority ownership interests in Cboe Digital to potential investors during the quarter ended June 30, 2022 became more challenging, and the outlook for the Digital segment’s future market growth was negatively impacted.

The Company considered these developments, in particular the syndication efforts during the quarter ended June 30, 2022, to be potential indications of impairment and performed an interim impairment test for the goodwill recognized in the Digital reporting unit during the quarter ended June 30, 2022.

The Company concluded that the carrying value of the reporting unit exceeded its estimated fair value, which considered both market and income approaches, and recorded a goodwill impairment charge of $460.1 million in the consolidated statements of income during the quarter ended June 30, 2022, and also recognized a deferred tax asset of $116.2 million.

This deferred tax asset, resulting from the excess of tax-deductible goodwill over book goodwill, relates to future tax deductions the Company expects to realize to reduce potential tax payments on future income.

As a result, the carrying value of Cboe Digital decreased by $343.9 million, to $220.0 million as of June 30, 2022.

The Company also performed testing over the intangible assets recognized as a result of the Cboe Digital acquisition during the quarter ended June 30, 2022, and based on the results of the assessments, determined there was no impairment required as the fair value approximated the carrying value.

No other long lived assets were recognized as a result of the acquisition and subject to further assessment.

As a result of the finalization of the net working capital calculation associated with the acquisition of Cboe Digital during the quarter ended September 30, 2022, the Company recorded additional goodwill of $0.8 million.

Subsequently, the Company concluded that the indicators of impairment outlined in the previous paragraph continued to be relevant and recorded an additional goodwill impairment charge of $0.8 million in the consolidated statements of income for the three months ended September 30, 2022, resulting in the write-down of the carrying value of the goodwill associated with the acquisition of Cboe Digital to zero.

If

Cboe Digital holds customer’s digital assets custodially through self-custody, and it’s accounts with custodians.

volatility in value.

_A detailed comparison of the Company’s [removed: 2021] [added: 2022] operating results to its [removed: 2020] [added: 2021] operating results can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the Company’s [removed: 2021] [added: 2022] Annual Report on Form 10-K filed February [removed: 18, 2022] [added: 17, 2023] at_ _www.sec.gov__._

| | ● | Results of Operations – Includes an analysis of the Company’s [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] financial results and a discussion of any known events or trends which are likely to impact future results. |

Cboe Global Markets, Inc., [removed: a] [added: the world's] leading [removed: provider of market infrastructure] [added: derivatives] and [removed: tradable products,] [added: securities exchange network,] delivers cutting-edge trading, clearing and investment solutions to [removed: market participants] [added: people] around the world.

Cboe’s subsidiaries include the largest options exchange and the third largest stock exchange operator in the U.S. In addition, the Company operates [added: Cboe Europe,] one of the largest stock exchanges by value traded in Europe, and owns Cboe Clear [removed: Europe (rebranded from EuroCCP in November of 2022),] [added: Europe,] a leading pan-European equities and derivatives clearinghouse, BIDS [removed: Trading,] [added: Holdings, which owns] a leading block-trading ATS by volume in the U.S., [removed: MATCHNow (operating as TriAct Canada Marketplace LP), a leading equities ATS] [added: and provides block-trading services with Cboe market operators] in [added: Europe,] Canada, [added: Australia, and Japan,] Cboe Australia, an operator of trading venues in Australia, [removed: and] Cboe Japan, an operator of trading venues in [removed: Japan.][added: Japan, Cboe Digital, an operator of a U.S. based digital asset spot market and a regulated futures exchange, Cboe Clear Digital, an operator of a regulated clearinghouse, and Cboe Canada Inc., a recognized Canadian securities exchange.]

Cboe [added: subsidiaries] also [removed: is] [added: serve collectively as] a leading market globally for exchange-traded products (“ETPs”) listings and trading.

The Company is headquartered in Chicago with offices in Amsterdam, Belfast, Hong Kong, Kansas City, London, Manila, New York, San Francisco, Sarasota Springs, Singapore, Sydney, [removed: Tokyo] [added: Tokyo,] and Toronto.

[removed: As a result of the Cboe Digital acquisition during the quarter ended June 30, 2022, the] [added: The] Company operates six reportable [added: business] segments: Options, North American Equities, Europe and Asia Pacific, Futures, Global FX, and Digital, which is reflective of how the Company's chief operating decision-maker reviews and operates the business, as discussed in Note 1 (“Nature of Operations”).

Options. The Options segment includes options on market indices (“index options”), as well as on the stocks of individual corporations (“equity [removed: options”),] [added: options”)] and [removed: options] on [removed: ETPs,] [added: ETPs] such as exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”), which are “multi-listed” options and listed on a non-exclusive basis.

The Options segment also includes applicable market data fees [added: revenues] generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, [added: routing services,] and access and capacity services.

North American Equities. The North American Equities segment includes [removed: listed] U.S. equities and ETP transaction services that occur on fully electronic exchanges owned and operated by BZX, BYX, EDGX, and EDGA, equities transactions that occur on the BIDS Trading [removed: platform,] [added: platform in the U.S.] and [added: Canada, and] Canadian equities and other transaction services that occur on or through [removed: the MATCHNow ATS, and NEO, as of the June 1, 2022 acquisition.][added: Cboe Canada Inc.’s order books.]

The North American Equities segment also includes listing services on [removed: NEO Exchange,] [added: Cboe Canada Inc., corporate and] ETP listings on BZX, [removed: the Cboe Global Markets, Inc. common stock listing,] applicable market data fees [added: revenues] generated from the consolidated tape plans, the licensing of proprietary equities market data, routing services, and access and capacity services.

It also includes the ETP listings business on RMs and clearing activities of Cboe Clear Europe, as well as the equities transaction services of Cboe Australia and Cboe Japan, operators of trading venues in Australia and Japan, [removed: respectively.][added: respectively, along with equities transactions that occur on the BIDS Trading platform in Australia and Japan.]

Cboe Europe operates lit and dark books, a periodic auctions book, and Cboe BIDS [added: Europe, a Large-in-Scale (“LIS”) trading negotiation facility for UK symbols.]

This segment also includes Cboe Europe, Cboe NL, CEDX, Cboe [removed: Australia,] [added: Australia] and Cboe Japan revenue generated from the licensing of proprietary market data and from access and capacity services.

Global FX. The Global FX segment includes institutional FX trading services that occur on the Cboe FX fully electronic trading platform, non-deliverable forward FX transactions (“NDFs”) offered for execution on Cboe [removed: SEF and Cboe Swiss, transaction services that occur on the electronic trading system for U.S government securities executed by Cboe Fixed Income,] [added: SEF,] as well as revenue generated from the licensing of proprietary market data and from access and capacity services.

Digital. The Digital segment includes [removed: Cboe Digital, an operator of] a U.S. based digital asset spot [removed: market and] [added: market,] a regulated futures exchange, and [removed: Cboe Clear Digital,] a regulated clearinghouse, as well as revenue generated from the licensing of proprietary market data and from access and capacity services.

A number of significant structural, political and monetary issues, global conflicts [removed: and global pandemics] continue to confront the global economy, and instability could continue, resulting in an increased or subdued level of inflation, market volatility, [added: potential recessions,] supply chain constraints, changes in trading [removed: volumes and] [added: volumes,] greater [removed: uncertainty.][added: uncertainty, inflationary increases in our expenses, such as compensation inflation, and increased costs and uncertainties related to CAT and the ability to collect on the promissory notes related to the funding of CAT may have an adverse effect on our financial results.]

The components of revenues [removed: which include the above changes] are described below:

Liquidity payments are [removed: directly] [added: primarily] correlated to the volume of securities traded on our markets.

As stated above, we record the liquidity rebates paid to market participants providing liquidity, in the case of [added: Cboe Options,] C2, BZX, EDGX, and Cboe Europe Equities and Derivatives, and Cboe Digital, as cost of revenue.

Various rules require that U.S. options and equities trade executions occur at the [removed: NBBO] [added: National Best Bid and Offer] displayed by any exchange.

Cboe Trading, Cboe Europe, Cboe NL, BIDS, MATCHNow, Cboe FX, Cboe Australia, Cboe Japan, Cboe Digital, and [removed: NEO] [added: Cboe Canada] are not U.S. national securities exchanges, and accordingly are not charged Section 31 fees.

[added: This category also] includes fees related to the dissemination of market data related to S&P indices and other products through Cboe [removed: Streaming Market] [added: Global] Indices [removed: (“CSMI”).][added: Feed (“CGIF”).]

Stock-based compensation is a non-cash expense related to [added: employee] equity awards.

Professional fees and outside services consist primarily of consulting services, which include supplemental staff activities primarily related to systems development and maintenance, legal, regulatory and audit, and tax advisory [removed: services.][added: services, as well as compensation paid to non-employee directors, including stock-based compensation and deferred compensation.]

The acquisition-related costs include fees for investment banking advisors, lawyers, accountants, tax advisors, public relations firms, severance and retention costs, capitalized software and facilities, and other external costs directly related to [removed: the] mergers and acquisitions.

These activities primarily include interest earned on the investing of excess cash, interest expense related to outstanding debt facilities, [removed: dividend income,] income and unrealized gains and losses related to investments held in a trust for the Company’s non-qualified retirement and benefit plans, [added: including non-employee director deferred compensation,] realized gains and losses related to the Company’s previously held minority investments, [added: income earned related to the Company’s minority investments,] equity earnings or losses from our investments in other business ventures, impairment of the Company’s investments, investment establishment costs associated with new business ventures, and loan forgiveness provided under the [removed: SBA’s] [added: Small Business Administration ("SBA")] Paycheck Protection Program (“PPP”).

Comparison of Years Ended December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

The following summarizes changes in financial performance for the year ended December 31, [removed: 2022,] [added: 2023,] compared to the year ended December 31, 2022:

[removed: ][added: ]

| ​ | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | (Decrease) | | | Change | |

| Total revenues | ​ | $ | [removed: 3,958.5] [added: 3,773.5] | ​ | $ | [removed: 3,494.8] [added: 3,958.5] | ​ | $ | [removed: 463.7] [added: (185.0)] | ​ | [removed: 13] [added: (5)] | % |

| Total cost of revenues | | ​ | [removed: 2,216.8] [added: 1,855.5] | | ​ | [removed: 2,018.7] [added: 2,216.8] | | ​ | [removed: 198.1] [added: (361.3)] | | [removed: 10] [added: (16)] | % |

| Revenues less cost of revenues | [removed: | ​ | 1,741.7] [added: $] | [added: 1,918.0] | ​ | [removed: 1,476.1] [added: $] | [added: 1,741.7] | ​ | [removed: 265.6 | | 18 | % |]

| Total operating expenses | | ​ | [removed: 1,252.1] [added: 860.1] | | ​ | [removed: 670.2] [added: 1,252.1] | | ​ | [removed: 581.9] [added: (392.0)] | | [removed: 87] [added: (31)] | % |

| Income before income tax provision | | ​ | [removed: 432.9] [added: 1,047.6] | | ​ | [removed: 756.1] [added: 432.9] | | ​ | [removed: (323.2)] [added: 614.7] | | [removed: (43)] [added: 142] | % |

| Income tax provision | | ​ | [removed: 197.9] [added: 286.2] | | ​ | [removed: 227.1] [added: 197.9] | | ​ | [removed: (29.2)] [added: 88.3] | | [removed: (13)] [added: 45] | % |

| Basic earnings per share | ​ | $ | [removed: 2.20] [added: 7.16] | ​ | $ | [removed: 4.93] [added: 2.20] | ​ | $ | [removed: (2.73)] [added: 4.96] | ​ | [removed: (55)] [added: 225] | % |

| Diluted earnings per share | ​ | ​ | [removed: 2.19] [added: 7.13] | ​ | ​ | [removed: 4.92] [added: 2.19] | ​ | ​ | [removed: (2.73)] [added: 4.94] | ​ | [removed: (55)] [added: 226] | % |

| EBITDA margin (3) | ​ | | [removed: 37.6] [added: 65.3] | % | | [removed: 65.7] [added: 37.6] | % | | [removed: (28.1)] [added: 27.7] | % | | * |

Above all, the Company is committed to building a trusted, inclusive global marketplace that enables people to pursue a sustainable financial future.

Cboe Europe Derivatives, a pan-European derivatives platform launched in September 2021, offers futures and options based on Cboe Europe equity indices, and single stock options.

The segment

includes transaction services for U.S. government securities executed on the Cboe Fixed Income fully electronic trading platform.

Executive Transitions

On July 6, 2023, Brian Schell, former Executive Vice President, Chief Financial Officer and Treasurer, announced his departure from the Company to pursue a new professional opportunity outside of the exchange industry.

Jill Griebenow, Senior Vice President, Chief Accounting Officer, was appointed to serve as Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer effective July 10, 2023, and currently serves as Executive Vice President, Chief Financial Officer.

On September 18, 2023 (the “Effective Date”), Edward T.

Tilly, former Chief Executive Officer of the Company, resigned and voluntarily terminated his employment with the Company.

Mr. Tilly also resigned as Chairman of the Company’s Board of Directors, effective as of the Effective Date.

Mr. Tilly’s resignation followed the conclusion of an investigation led by the Board of Directors and outside independent counsel that was launched in late August 2023.

The Board of Directors determined that Mr. Tilly did not disclose personal relationships with colleagues, which violated the Company’s policies and stands in stark contrast to the Company’s values.

The conduct was not related to and does not impact the Company’s strategy, financial performance, technology and market operations, financial reporting or internal controls over financial reporting.

Following Mr. Tilly’s resignation, Fredric J.

Tomczyk, an existing director of the Company, was appointed as Chief Executive Officer of the Company, effective as of the Effective Date.

As a result of Mr. Tomczyk’s appointment as Chief Executive Officer, Mr. Tomczyk stepped down from the Board of Directors’ Compensation Committee and Finance and Strategy Committee as of the Effective Date.

Also as of the Effective Date, William M.

Farrow III was appointed as non-executive Chairman of the Board of Directors (replacing his prior role as Lead Director of the Board of Directors).

| Operating income | | ​ | 1,057.9 | | ​ | 489.6 | | ​ | 568.3 | | 116 | % |

| Net income | ​ | $ | 761.4 | ​ | $ | 235.0 | ​ | $ | 526.4 | | 224 | % |

| Organic net revenue (1) | ​ | $ | 1,910.4 | ​ | $ | 1,741.7 | ​ | $ | 168.7 | ​ | 10 | % |

| EBITDA (2) | ​ | $ | 1,252.1 | ​ | $ | 655.2 | ​ | $ | 596.9 | | 91 | % |

| ​ | (in millions) | | ​ | (in millions) | | ​ |

| ​ | ​ | 2023 | | | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) allocated to common stockholders | ​ | $ | 572.6 | ​ | $ | 104.1 | ​ | $ | 20.4 | ​ | $ | 52.4 | ​ | $ | 23.9 | ​ | $ | (34.1) | ​ | $ | 18.2 | ​ | $ | 757.5 |

| Interest expense (income), net | ​ | | (0.1) | ​ | | (1.4) | ​ | | 4.8 | ​ | | — | ​ | | — | ​ | | (2.0) | ​ | | 49.1 | ​ | | 50.4 |

| Income tax provision (benefit) | ​ | | 275.7 | ​ | | 14.8 | ​ | | 6.8 | ​ | | 33.4 | ​ | | 0.5 | ​ | | (10.4) | ​ | | (34.6) | ​ | | 286.2 |

| Depreciation and amortization | ​ | | 30.1 | ​ | | 69.4 | ​ | | 30.7 | ​ | | 2.0 | ​ | | 18.4 | ​ | | 7.4 | ​ | | — | ​ | | 158.0 |

| EBITDA | ​ | | 878.3 | ​ | | 186.9 | ​ | | 62.7 | ​ | | 87.8 | ​ | | 42.8 | ​ | | (39.1) | ​ | | 32.7 | ​ | | 1,252.1 |

| Acquisition-related costs | ​ | | — | ​ | | 0.8 | ​ | | 0.8 | ​ | | — | ​ | | — | ​ | | 1.0 | ​ | | 4.8 | ​ | | 7.4 |

| Income from investment | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2.1) | ​ | ​ | (2.1) |

| Change in contingent consideration | ​ | ​ | — | ​ | ​ | (7.5) | ​ | ​ | (6.9) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (14.4) |

| Adjusted EBITDA | ​ | $ | 878.3 | ​ | $ | 180.2 | ​ | $ | 56.6 | ​ | $ | 87.8 | ​ | $ | 42.8 | ​ | $ | (38.1) | ​ | $ | 37.2 | ​ | $ | 1,244.8 |

| ​ | | 2023 | | | 2022 | |

| Amortization of acquisition-related intangibles | ​ | | 116.6 | ​ | | 124.3 |

| Income from investment | ​ | ​ | (2.1) | ​ | ​ | — |

| Valuation allowances | ​ | ​ | (2.7) | ​ | ​ | — |

The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page):

The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022:

| Trading days | ​ | ​ | 250 | ​ | ​ | 250 | ​ | ​ | — | ​ | — | % |

The Company is committed to operating a trusted, inclusive global marketplace, and to providing leading products, technology and data solutions that enable participants to define a sustainable financial future.

On May 2, 2022, Cboe completed its acquisition of ErisX, subsequently rebranded to Cboe Digital, an operator of a U.S. based digital asset spot market, a regulated futures exchange, and a regulated clearinghouse.

On June 1, 2022, Cboe completed its acquisition of NEO Exchange Inc. (“NEO”), which is a recognized Canadian securities exchange.

Recent Developments

Acquisition of Cboe Digital

On October 20, 2021, the Company announced it entered into a definitive agreement to acquire ErisX, which was subsequently rebranded Cboe Digital.

Cboe Digital operates a U.S. based digital asset spot market, a regulated futures exchange, and a regulated clearinghouse.

Ownership of Cboe Digital allows the Company to enter the digital asset spot and derivatives marketplaces through a digital-first platform developed with industry partners to focus on robust regulatory compliance, data and transparency.

The transaction closed on May 2, 2022.

Acquisition of NEO

On November 15, 2021, the Company announced it entered into a definitive agreement to acquire NEO.

NEO is a fintech organization that is comprised of a fully registered Canadian securities exchange with a diverse product and services set ranging from corporate listings to cash equities trading and a non-listed securities distribution platform.

With ownership of NEO, the Company expects to further grow Canada as a hub for global equities trading and listings.

The transaction closed on June 1, 2022.

The Company previously operated five reportable business segments prior to the quarter ended June 30, 2022.

This segment was previously referred to as the European Equities segment but was updated to the Europe segment in the first quarter of 2021 as a result of the launch of Cboe Europe Derivatives, a pan-European derivatives platform in September 2021.

The segment was subsequently updated to Europe and Asia Pacific to reflect the acquisition of Chi-X in July 2021.

Europe, a Large-in-Scale (“LIS”) trading negotiation facility for UK symbols.

The new Cboe Europe Derivatives venue offers futures and options based on Cboe Europe equity indices.

Inflationary increases in our expenses, such as compensation inflation, and increased costs related to CAT may have an adverse effect on our financial results.

Beginning in the first quarter of 2022, the Company updated the financial statement captions within its consolidated statements of income to better reflect the Company’s diversified products, expansive geographical reach, and overall business strategy.

The changes do not have a financial impact on the Company’s reported revenue, revenues less cost of revenues, reported net income, or cash flows from operations.

This category also

| Operating income | | ​ | 489.6 | | ​ | 805.9 | | ​ | (316.3) | | (39) | % |

| Net income | ​ | $ | 235.0 | ​ | $ | 529.0 | ​ | $ | (294.0) | | (56) | % |

| Organic net revenue (1) | ​ | $ | 1,713.0 | ​ | $ | 1,476.1 | ​ | $ | 236.9 | ​ | 16 | % |

| EBITDA (2) | ​ | $ | 655.2 | ​ | $ | 969.2 | ​ | $ | (314.0) | | (32) | % |

* Not meaningful

| ​ | ​ | 2021 | | | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) allocated to common stockholders | ​ | $ | 364.7 | ​ | $ | 133.5 | ​ | $ | 18.6 | ​ | $ | 34.9 | ​ | $ | 2.6 | ​ | $ | — | ​ | $ | (27.0) | ​ | $ | 527.3 |

| Interest expense, net | ​ | | — | ​ | | — | ​ | | 12.4 | ​ | | — | ​ | | — | ​ | | — | ​ | | 35.0 | ​ | | 47.4 |

| Income tax provision (benefit) | ​ | | 171.3 | ​ | | 22.1 | ​ | | 26.5 | ​ | | 30.9 | ​ | | — | ​ | | — | ​ | | (23.7) | ​ | | 227.1 |

| Depreciation and amortization | ​ | | 29.4 | ​ | | 75.7 | ​ | | 35.1 | ​ | | 2.9 | ​ | | 24.3 | ​ | | — | ​ | | — | ​ | | 167.4 |

| EBITDA | ​ | | 565.4 | ​ | | 231.3 | ​ | | 92.6 | ​ | | 68.7 | ​ | | 26.9 | ​ | | — | ​ | | (15.7) | ​ | | 969.2 |

| Acquisition-related costs | ​ | | 0.3 | ​ | | 2.8 | ​ | | 1.4 | ​ | | — | ​ | | — | ​ | | — | ​ | | 11.1 | ​ | | 15.6 |

| Adjusted EBITDA | ​ | $ | 565.7 | ​ | $ | 231.4 | ​ | $ | 94.0 | ​ | $ | 68.7 | ​ | $ | 26.9 | ​ | $ | — | ​ | $ | 0.4 | ​ | $ | 987.1 |

| Amortization | ​ | | 124.3 | ​ | | 126.6 |

| Change in contingent consideration | ​ | ​ | (5.2) | ​ | ​ | (2.7) |

| Trades cleared (9) | ​ | ​ | 1,493.3 | ​ | ​ | 1,244.2 | ​ | ​ | 249.1 | ​ | 20 | % |

| Trading days | ​ | ​ | 253 | ​ | ​ | 130 | ​ | ​ | 123 | ​ | 95 | % |

Our operations in Europe, Canada and Asia are subject to increased currency translation risk as revenues and expenses are denominated in foreign currencies, primarily the British pound, [removed: Canadian dollar,] Euro, Australian dollar, and [removed: Japanese Yen.][added: Canadian dollar.]

We also have de minimis exposure to other foreign currencies, including the [removed: Swiss Franc, Norwegian Kroner, Swedish Krona, Danish Kroner,] [added: Japanese Yen, Philippine Peso,] Singapore dollar, [added: and] Hong Kong [removed: dollar, and Philippine Peso.][added: dollar.]

For the year ended December 31, [removed: 2022,] [added: 2023,] our exposure to foreign-denominated revenues less cost of revenues and expenses is presented by primary foreign currency in the following table (in millions, except percentages):

[removed: | ​ | ​ | December 31, 2022 | | | | | | | | | | ​ |][added: As of December]

The assets and liabilities of our Asia Pacific businesses are denominated in [removed: Hong Kong dollars,] Australian dollars, Japanese Yen, [added: Singapore dollars, Hong Kong dollars,] or Philippine Pesos.

[added: Fluctuations in currency exchange rates may create volatility in our] reported results as we are required to translate foreign currency reported statements of financial condition and operational results into U.S. dollars for consolidated reporting.

Our primary exposure to this equity risk as of December 31, [removed: 2022] [added: 2023] is presented by foreign currency in the following table (in millions):

| Net equity investment in Cboe Europe Equities and Derivatives, Cboe Clear Europe, [removed: MATCHNow,] and [removed: NEO] [added: Cboe Canada] | | $ | [removed: 579.5] [added: 633.6] | ​ | $ | [removed: 145.8] [added: 175.9] | ​ | $ | [removed: 402.3] [added: 531.7] |

| Impact on consolidated equity of a 10% adverse currency fluctuation | | ​ | [removed: 58.0] [added: 63.4] | ​ | ​ | [removed: 14.6] [added: 17.6] | ​ | ​ | [removed: 40.2] [added: 53.2] |

| (1) | Converted to U.S. dollars using the foreign exchange rate of British pounds per U.S. dollar, Euros per U.S. dollar, and Canadian dollars per U.S. dollar, respectively, as of December 31, [removed: 2022.] [added: 2023.] |

All transactions occurring on our platform occur bilaterally between [added: two banks or prime brokers as counterparties to the trade.]

The Company is exposed to further credit [added: and investment] risk through our clearing operations.

| | ● | [removed: Credit Risk] [added: _Credit Risk_] - The credit risk is predominantly in the event a clearing participant fails to meet a financial or contractual obligation and related to custodians and settlement banks. Cboe Clear Europe attempts to mitigate this risk through minimum participant requirements for clearing participants and monitoring their financial health. To cover potential loss to Cboe Clear Europe in the event of a clearing participant default, collateral is required from clearing participants. Besides potential defaults of clearing participants, the main credit risk faced by the clearinghouse is exposure to clearing participants when a trade fails to settle. To help mitigate this risk, a fail fee is charged to discourage late settlements. This fee covers Cboe Clear Europe’s costs but also acts as a deterrent as required by [removed: Regulation (EU) No 236/2012 on short selling, together with certain aspects of credit default swaps.] [added: applicable settlement efficiency regulation.] Cboe Clear Digital sets minimum financial requirements on custodian institutions and any clearing member that may expose the clearinghouse to credit risk. The financial strength of custodians and such clearing members are monitored routinely. Furthermore, Cboe Digital requires clearing members to post collateral [added: (full] or [added: margined, depending on the product eligible for clearing) or] other forms of financial guarantee and their trading activities are subject to pre-trade checks [removed: enforced by Cboe Digital Exchange and administered by Cboe Clear Digital. As of December 31, 2022, Cboe Digital does not expect a material loss concerning credit risk on any member participant, custodian, or settlement bank.] |

| | ● | [removed: Liquidity Risk] [added: _Liquidity Risk_] - Liquidity risk is the risk Cboe Clear Europe may not be able to meet its payment obligations in the right currency, in the right place and at the right time. To help mitigate this risk, Cboe Clear Europe monitors its liquidity requirements closely and maintains funds and assets in a manner which attempt to minimize the risk of loss or delay in the access by the clearinghouse to such funds and assets. For example, holding funds with a central bank where possible or making only short-term investments serves to help reduce liquidity risks. Liquidity is mainly required for securities settlement. The payment and settlement obligations generally stem from the function of Cboe Clear Europe as a cash equity clearinghouse: shares are bought and sold by clearing participants on a trading platform or OTC, and netted to settle two days later. During the settlement the actual payment for and delivery of the shares take place, this process requires intraday liquidity. If counterparties, which receive shares against payment, are unable to settle, an overnight liquidity need arises. The overnight liquidity is typically very short term, and is usually limited to a few days. [added: Cboe Clear Digital monitors its liquidity requirements closely and maintains funds and assets in a manner which attempt to minimize the risk of loss or delay in the access by the clearinghouse to such funds and assets. For example, only allowing highly liquid USD denominated assets to be posted as collateral. Cboe Clear Digital may not be able to meet its payment obligations in a timely manner in the event of delay in payment or default by a clearing member.] |

| | ● | [removed: Custody Risk] [added: _Custody Risk_] – Cboe Digital holds [removed: customer’s] [added: customer] digital clearing assets [removed: custodially] through [removed: self-custody and it’s] accounts with [removed: custodians.] [added: third party custodians and, in the case of hot and warm wallets, through self-custody.] Cboe Digital’s custody strategy is designed to maximize liquidity and efficient access to assets by making those assets readily available. Cboe Digital monitors its cash and the digital asset balances it maintains with custodians. Digital assets require control of one or more unique public and private keys relating to the local or online digital wallet in which the digital assets are held. The networks require one or more private keys relating to a digital wallet to authorize a spending transaction. If private keys are lost or destroyed, this could prevent the ability to transfer the corresponding digital asset. Security breaches, computer malware, and computer hacking attacks have been a prevalent concern in digital asset markets. Cboe Digital has committed to securely store digital assets it holds on behalf of users. As such, Cboe Digital may be liable to its users for losses arising from theft or loss of user private keys. Cboe Digital has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of digital assets within its control, and (iii) it has established security around custodial private keys to minimize the risk of theft or loss. |

| | [added: ●] | [added: _Valuation Risk_ - Cboe Digital is exposed to risk with respect to digital asset prices and valuations which are largely based on the supply and demand for those digital assets in financial markets. Cboe Digital’s valuation] governance framework includes numerous controls and other procedural safeguards that are intended to maximize the quality of fair value measurements. New products and valuation techniques are reviewed and approved by senior management. Cboe Digital’s valuation process for digital assets are fair value estimates that are also validated by the finance control function independently. Independent price verification is performed by finance control through benchmarking fair value estimates with observable market prices or other independent sources. Reasonably designed controls and governance framework are in place and are intended to help ensure quality third-party pricing sources were used. |

| | [removed: ●] | [removed: Market Risk - Cboe Clear Europe is also exposed to market risk in the event that a clearing participant defaults and the market prices of the securities in its open positions have moved adversely so the clearinghouse can only close out the participant’s obligations at a loss. To help mitigate market risk, Cboe Clear Europe collects collateral from clearing participants to cover for the probable loss] during [removed: normal market conditions, together with contributions to the clearing fund to cover losses if a default occurred during] extreme but plausible market conditions. Adverse movements in exchange rates affecting the value of obligations and collateral are factored into the calculation of the amount of collateral to be collected. To help ensure an orderly market, Cboe Digital maintains digital assets to support its clearing operations which may be subject to significant changes in value and therefore exposed to market risk with the fluctuation in market prices. Cboe Digital monitors this risk on a daily, weekly and monthly basis. The business model is such that Cboe Digital earns digital assets and at times may accumulate positions that are subject to market risk. Customer positions do have market risk based on daily activity and settlement prices. [added: Cboe Clear Digital is also exposed to market risk in the event that a clearing participant defaults and the market prices of the securities in its open positions have moved adversely so the clearinghouse can only close out the participant’s obligations at a loss or the clearing participant has already realized trading losses in excess of the collateral at the time of default or the combination of the two. Cboe Clear Digital collects collateral on an end of day and intraday basis from clearing participants that are clearing margin eligible futures contracts. Cboe Clear Digital only allows collateral in USD at this time. Cboe Clear Digital maintains pre-funded resources to cover probable losses during normal market conditions due to default of clearing participants. Cboe Clear Digital clearing members clearing spot digital assets mostly operate on a fully funded basis. Cboe Clear Digital may allow certain well qualified members to trade in the spot market without fully funding their accounts. Cboe Clear Digital collects collateral from such members to cover probable losses under extreme but plausible market conditions as determined by Cboe Clear Digital. The adequacy of such collateral is routinely reviewed.] |

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] our cash and cash equivalents and financial investments were [removed: $524.4] [added: $600.7] million and [removed: $379.0] [added: $524.4] million, respectively, of which [removed: $226.1] [added: $244.3] million and [removed: $185.9] [added: $226.1] million is held outside of the United States in various foreign subsidiaries in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $1,742.0] [added: $1,439.2] million in outstanding debt, [added: all] of which [removed: $1,437.3 million] relates to our Senior Notes, which bear interest at fixed interest rates.

[removed: As of December] 31, [removed: 2022,] [added: 2023,] there were no outstanding borrowings under our Revolving Credit Agreement or Cboe Clear Europe Credit Facility, respectively.

| ​ | ​ | December 31, 2023 | | | | | | | | | | ​ |

| Revenues less cost of revenues | ​ | ​ | 5.7 | % | ​ | ​ | 3.3 | % | ​ | ​ | 2.1 | % |

| Operating expenses | ​ | ​ | 8.9 | % | ​ | ​ | 6.6 | % | ​ | ​ | 4.8 | % |

| Revenues less cost of revenues | ​ | $ | 11.0 | ​ | ​ | $ | 6.4 | ​ | ​ | $ | 3.9 | ​ |

| Operating expenses | ​ | ​ | 7.6 | ​ | ​ | ​ | 5.7 | ​ | ​ | ​ | 4.1 | ​ |

With respect to U.S. government securities transactions, we deliver matched trades to FICC’s GSD without taking on counterparty risk for those trades.

FICC GSD acts as a central counterparty on all U.S. government securities transactions occurring on Cboe Fixed Income and, as

such, guarantees clearance and settlement of all of those matched trades.

| | | enforced by Cboe Digital Exchange and administered by Cboe Clear Digital. On June 5, 2023, the CFTC approved an amended order of registration for Cboe Clear Digital to clear digital asset futures on a margined basis for futures commission merchants. The new products launched January 12, 2024. As of December 31, 2023, Cboe Digital does not expect a material loss concerning credit risk on any member participant, custodian, or settlement bank. |

Cboe Clear Europe entered into a €1.25 billion committed syndicated multicurrency revolving and swingline credit facility that is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system, however we can give no assurance that this facility will be sufficient to meet all such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due.

| | ● | _Market Risk_ - Cboe Clear Europe is also exposed to market risk in the event that a clearing participant defaults and the market prices of the securities in its open positions have moved adversely so the clearinghouse can only close out the participant’s obligations at a loss. To help mitigate market risk, Cboe Clear Europe collects collateral on an end of day and intraday basis from clearing participants to cover for the probable loss during normal market conditions, together with contributions to the clearing fund to cover losses if a default occurred |

| --- | --- | --- |

| | ● | _Investment Risk_ – Cboe Clear Europe as of December 31, 2023 held $834.6 million of clearing member margin deposits, clearing funds, and interoperability funds which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. Effective August 14, 2023, Cboe Clear Europe enacted changes in its rules, and is able to invest the cash collateral received in the form of interoperability fund deposits from clearing participants in certain investments, typically securities issued by pre-approved sovereign issuers and reverse repurchase agreements with overnight maturities. When investments are made in accordance with the policy, Cboe Clear Europe receives the amount of investment earnings and pays the clearing participants those earnings minus a set basis point cost of collateral. Cboe Clear Europe is able to direct the investment of the cash interoperability fund deposits received from the clearing participants within the program parameters and receive an economic benefit from those investments. See Note 14 (“Clearing Operations”) for more information. In the event that a sovereign government or reverse repurchase agreement counterparty defaults, the value we hold as collateral might not be sufficient to cover our capital requirements in the event of defaults. While Cboe Clear Europe seeks to achieve a reasonable rate of return which may generate interest income for clearing participants, Cboe Clear Europe is primarily concerned with preservation of capital and managing the risks associated with these deposits. As Cboe Clear Europe passes on interest revenues (minus costs) to the clearing members, this could include negative or reduced yield due to market conditions. While Cboe Clear Europe has policies and procedures that strive to help ensure that clearing participant collateral is protected, Cboe Clear Europe cannot absolutely assure that these measures and safeguards will be sufficient to protect margin deposits, clearing funds, and interoperability funds from a default or that we will not be materially and adversely affected in the event of a significant default. |

| --- | --- | --- |

| Revenues less cost of revenues | ​ | ​ | 3.4 | % | ​ | ​ | 3.7 | % | ​ | ​ | 1.6 | % |

| Operating expenses | ​ | ​ | 2.5 | % | ​ | ​ | 4.3 | % | ​ | ​ | 2.6 | % |

| Revenues less cost of revenues | ​ | $ | 6.2 | ​ | ​ | $ | 6.3 | ​ | ​ | $ | 2.4 | ​ |

| Operating expenses | ​ | ​ | 3.2 | ​ | ​ | ​ | 4.9 | ​ | ​ | ​ | 2.8 | ​ |

Fluctuations in currency exchange rates may create volatility in our

two banks or prime brokers as counterparties to the trade.

| | ● | Valuation Risk - Cboe Digital is exposed to risk with respect to digital asset prices and valuations which are largely based on the supply and demand for those digital assets in financial markets. Cboe Digital’s valuation |

$304.7 million of the outstanding debt relates to the Term Loan Agreement, which bears interest at fluctuating rates and, therefore, subjects us to interest rate risk.

The overnight Treasury repurchase market underlying SOFR has experienced and may experience disruptions from time to time, which may result in unexpected fluctuations, including potentially higher rates, in SOFR.

A hypothetical 100 basis point increase in interest rates relating to the amounts outstanding under the Term Loan Agreement as of December 31, 2022 would decrease annual pre-tax earnings by $3.0 million, assuming no change in the composition of our outstanding indebtedness.

_The following description of the business should be read in conjunction with the information included elsewhere in this Annual Report on Form 10-K for the year ended December 31, [removed: 2022.][added: 2023.]

Cboe Global Markets, Inc., [removed: a] [added: the world's] leading [removed: provider of market infrastructure] [added: derivatives] and [removed: tradable products,] [added: securities exchange network,] delivers cutting-edge trading, clearing and investment solutions to [removed: market participants] [added: people] around the world.

Cboe’s subsidiaries include the largest options exchange and the third largest stock exchange operator in the U.S. In addition, the Company operates [added: Cboe Europe,] one of the largest stock exchanges by value traded in Europe, and owns Cboe Clear [removed: Europe (rebranded from EuroCCP in November of 2022),] [added: Europe,] a leading pan-European equities and derivatives clearinghouse, BIDS [removed: Trading,] [added: Holdings, which owns] a leading block-trading ATS by volume in the U.S., [removed: MATCHNow (operating as TriAct Canada Marketplace LP), a leading equities ATS] [added: and provides block-trading services with Cboe market operators] in [added: Europe,] Canada, [added: Australia, and Japan,] Cboe Australia, an operator of trading venues in Australia, [removed: and] Cboe Japan, an operator of trading venues in [removed: Japan.][added: Japan, Cboe Digital, an operator of a U.S. based digital asset spot market and a regulated futures exchange, Cboe Clear Digital, an operator of a regulated clearinghouse, and Cboe Canada Inc., a recognized Canadian securities exchange.]

Cboe [added: subsidiaries] also [removed: is] [added: serve collectively as] a leading market globally for exchange-traded products (“ETPs”) listings and trading.

[removed: ][added: ]

| | ● | Options. The Options segment includes options on market indices (“index options”), as well as on the stocks of individual corporations (“equity [removed: options”),] [added: options”)] and [removed: options] on [removed: ETPs,] [added: ETPs] such as exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”), which are “multi-listed” options and listed on a non-exclusive basis. These options are eligible to trade, as applicable, on Cboe Options, C2, BZX, EDGX, and/or other U.S. national security exchanges. Cboe Options is the Company’s primary options market and offers trading in listed options through a single system that integrates electronic trading and traditional open outcry trading on the Cboe Options trading floor in Chicago. C2 Options, BZX Options, and EDGX Options are all-electronic options exchanges, and typically operate with different market models and fee structures than Cboe Options. The Options segment also includes applicable market data [removed: revenue] [added: fees revenues] generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, [added: routing services,] and access and capacity services. |

| | ● | North American Equities. The North American Equities segment includes U.S. equities [added: and ETP] transaction services that occur on fully electronic exchanges owned and operated by BZX, BYX, EDGX, and EDGA, equities transactions that occur on the BIDS Trading [removed: platform,] [added: platform in the U.S.] and [added: Canada, and] Canadian equities and other transaction services that occur on or through [removed: the MATCHNow ATS and, as of the June 1, 2022, NEO.] [added: Cboe Canada Inc.’s order books.] The North American Equities segment also includes [removed: ETP and corporate listings] [added: listing services] on [removed: NEO,] [added: Cboe Canada Inc., corporate and] ETP listings on BZX, [removed: the Cboe Global Markets, Inc. common stock listing, and] applicable market data [removed: and related revenue] [added: fees revenues] generated from the consolidated tape plans, the licensing of proprietary equities market data, routing services, and access and capacity services. |

| | ● | Europe and Asia Pacific. The Europe and Asia Pacific segment includes the pan-European listed equities and derivatives transaction services, ETPs, exchange-traded commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe Equities (Cboe Europe and Cboe NL equities exchanges) and Cboe Europe Derivatives (“CEDX”). It also includes the ETP listings business on RMs and clearing activities of Cboe Clear Europe, as well as the equities transaction services of Cboe Australia and Cboe Japan, operators of trading venues in Australia and Japan, [removed: respectively. This segment was previously referred to as the European Equities segment but was updated to the Europe segment in the first quarter of 2021 as a result of] [added: respectively, along with equities transactions that occur on] the [removed: launch of Cboe Europe Derivatives, a pan-European derivatives] [added: BIDS Trading] platform in [removed: September 2021. The segment was subsequently updated to Europe] [added: Australia] and [removed: Asia Pacific to reflect the acquisition of Cboe Asia Pacific in July 2021.] [added: Japan.] Cboe Europe operates lit and dark books, a periodic auctions book, and Cboe BIDS Europe, a Large-in-Scale (“LIS”) trading negotiation facility for UK symbols. Cboe NL, launched in October 2019 and based in Amsterdam, operates similar business functionality to that offered by Cboe Europe, and provides for trading only in European Economic Area (“EEA”) symbols. [removed: The new] Cboe Europe [removed: Derivatives venue] [added: Derivatives, a pan-European derivatives platform launched in September 2021,] offers futures and options based on Cboe Europe equity [removed: indices.] [added: indices, and single stock options.] This segment also includes Cboe Europe, Cboe NL, CEDX, Cboe Australia and Cboe Japan revenue generated from the licensing of proprietary market data and from access and capacity services. |

| | ● | Global FX. The Global FX segment includes institutional FX trading services that occur on the Cboe FX fully electronic trading platform, non-deliverable forward FX transactions (“NDFs”) offered for execution on Cboe [removed: SEF and Cboe Swiss,] [added: SEF,] as well as revenue generated from the licensing of proprietary market data and from access and capacity services. [added: The segment includes transaction services for U.S. government securities executed on the Cboe Fixed Income fully electronic trading platform.] |

| | ● | Digital. The Digital segment includes [removed: Cboe Digital, an operator of] a U.S. based digital asset spot [removed: market and] [added: market,] a regulated futures exchange, and [removed: Cboe Clear Digital,] a regulated clearinghouse, as well as revenue generated from the licensing of proprietary market data and from access and capacity services. |

[removed: ][added: ]

| | ● | [removed: Integrating across] [added: Unlocking the value capabilities of our] ecosystems to increase efficiency and better serve customers. We aim to [removed: seamlessly integrate across] [added: unlock the value, capabilities, and efficiencies of our] ecosystems to increase efficiency and [added: utilize our client coordination model to] better serve our customers. We leverage industry-leading technology, apply a non-siloed integration approach to expand ecosystems and fuel our flywheel and generate strong free cash flow as we improve operating efficiency. In [removed: 2022,] [added: 2023,] we delivered on this initiative by completing the migration of [removed: MATCHNow] [added: Cboe Australia and Cboe Japan] to the Cboe technology [removed: platform and] [added: platform,] launching [removed: a new Canadian offering for buy-side direct electronic access trading, beginning the operational integrations of NEO] [added: BIDS in Australia] and [added: Japan, successfully integrating] Cboe [removed: Digital into] [added: Canada (which was] the [removed: Cboe corporate organization,] [added: trade name of the former Aequitas Innovations Inc.] and [removed: initiating] [added: Neo Exchange Inc.) and] the [removed: migrations of] [added: MATCHNow ATS into] Cboe [removed: Australia] [added: Canada Inc., a recognized Canadian securities exchange,] and [removed: Cboe Japan to] [added: launching] the Cboe [removed: technology platform.] [added: Theoretical Options Pricing Service.] |

We also offer [added: zero days to expiry (0-DTE) products,] Mini- and Nano-SPX options, FLEX- and FLEX micro-SPX options, and SPX Weeklys options, which have settlements on Mondays, Tuesdays, Wednesdays, Thursdays, Fridays and on the last trading day of each month and 24x5 trading in SPX options.

[removed: The VIX Index (as defined below), although not directly tradable, is based on the mid-point of real-time] quotes of SPX options and is designed to reflect investors’ consensus view of future 30-day expected stock market volatility.

The VIX [added: Index] methodology provides the basis for the creation of VIX options and futures.

The final settlement value of VIX [removed: derivatives] [added: options and futures] is determined on their expiration date through a Special Opening Quotation (“SOQ”) of the VIX Index.

We also offer [added: the 1-Day Volatility Index (VIX1D),] VIX Weeklys options and futures, mini VIX futures, and [removed: nearly] 24x5 trading in VIX options and futures to provide investors with additional tools to trade volatility.

We also calculate and disseminate proprietary indices that are licensed for use by third parties or are used as the basis for [removed: other] [added: Cboe] proprietary products.

| | ● | options strategy benchmark indices, such as the Cboe BuyWrite, PutWrite and Collar indices based on the S&P 500 and Russell 2000, BuyWrite and PutWrite indices based on MSCI EAFE and MSCI Emerging [removed: Markets,] [added: Markets indices,] and BuyWrite indices based on other broad-based market indices. |

In addition to any transaction fee revenue generated [removed: on] [added: from trading of] products [removed: created] based on these [removed: indices,] [added: indices on Cboe exchanges,] we [added: distribute these indices through the Cboe Global Index Feed index data subscription service and, together with index providers with whom we] have [removed: granted licenses] [added: strategic relationships, we license proprietary indices] for third parties to use [removed: and sublicense some of these proprietary indices] to create third-party indices and products.

Strategic [added: Index Provider] Relationships

The Company also [removed: acquires interests in and] agrees to work jointly with key providers to develop new products and services that are expected to capitalize on our core competencies and diversify our sources of revenue.

| | o | [removed: S&P.] [added: S&P Dow Jones Indices.] We have the exclusive right to offer exchange-listed options contracts in the United States on the S&P 500 Index, the S&P 100 Index, the S&P 500 ESG Index, and the S&P Select Sector Indices as a result of a licensing arrangement with S&P Dow Jones Indices, LLC (“S&P”). Our license from S&P is through December 31, 2033, with an exclusive license to trade options on the S&P 500 Index through December 31, 2032. We use the market data from the trading of options on the S&P 500 Index and S&P 100 Index for the creation of Cboe volatility indices, such as the Cboe Volatility Index (“VIX Index”), and to create tradable products on those volatility indices. |

| | o | IHS Markit. Under our licensing agreement with IHS Markit Ltd. (acquired by S&P Global in 2022), we have [removed: the] [added: a] worldwide [removed: exclusive] license through August 23, [removed: 2023] [added: 2025] to offer options and futures on indices designed to reflect values of [added: investment grade and high-yield] U.S. corporate bonds. [added: Unless either party elects otherwise, this agreement auto-renews for successive two-year periods.] We [removed: currently] offer futures [added: and options] on [added: futures on] high yield and investment grade corporate bond indices. |

| | [removed: o] | [removed: DJI Opco. We have the exclusive right during standard U.S. trading hours to offer listed options contracts in the United States on the Dow Jones Industrial Average (“DJIA”) and Dow 10 Index, and] non-exclusive rights to offer listed options on several other Dow Jones indices including the Dow Jones Utilities Average and Dow Jones Transportation Average. This licensing arrangement with DJI Opco, LLC (acquired by S&P in 2012) extends through December 31, 2033. We use market data from the trading of options on these indices to create Cboe volatility indices, variance indicators and BuyWrite indices, and [removed: to] [added: we] trade options and other products on these indices. |

| | ● | MSCI. We have an agreement with MSCI Inc. (“MSCI”) until December 31, 2031 in which we have the [removed: exclusive] right to offer U.S.-listed options on [removed: ten] [added: several] of MSCI’s indices including the MSCI EAFE and MSCI Emerging Markets indices. We use market data from the trading of [removed: these] [added: the MSCI EAFE and MSCI Emerging Markets index] options [added: (among other inputs)] to calculate [added: volatility indices and] several versions of BuyWrite and PutWrite strategy indices. |

| | o | Connectivity. Services include FIX Order Routing, Trade Drop Copy Network, [removed: CAT] [added: consolidated audit trail (“CAT”)] reporting, and broker connectivity. |

For [removed: our] [added: CFE’s] U.S. derivatives futures market, which is fully electronic, CFE utilizes a price-time market model, combined with a pricing model where all market participants generally pay fees, subject to specified exceptions.

[removed: Further, NEO,] [added: In Canada, for our cash and spot markets, Cboe Canada Inc.,] a recognized Canadian securities exchange, which is fully electronic, offers [removed: three] [added: four] order books: NEO-L, which provides resting orders with priority over high-frequency orders and combines a maker-taker pricing model with a NEO trader priority; NEO-N, which prioritizes larger resting orders over smaller orders, imposes a speed [removed: bump] [added: bump,] and displays volume aggregate by price, with a taker-maker pricing model; [removed: and] NEO-D, which allows participants to submit marketable and resting orders with specified parameters and NEO trader priority with size-time priority, with a taker-maker pricing [removed: model.][added: model; and MATCHNow, which combines frequent call matches and continuous execution opportunities in a confidential trading book, using real-time quotes for protected transparent Canadian markets, accepting both firm and conditional orders, and matching firm orders at three levels of price improvement.]

[removed: In Europe, following] [added: Following] the implementation of the Directive on Markets in Financial Instruments (Directive 2014/65/EU) (“MiFID II”), for the derivatives and cash and spot markets, rebates are generally available if they are tied to a market making scheme or specific service.

In Australia, for our derivatives and cash and spot markets, Cboe Australia, a regulated stock exchange, which is fully electronic, utilizes a model that charges a different ad valorem fee rate depending on whether a participant is making or [removed: taking liquidity.]

In Japan, for our cash and spot markets, Cboe Japan, offers two fully electronic displayed markets, [removed: Chi-Alpha,] [added: Cboe-Alpha,] which utilizes a price-time market model, combined with the “maker-taker” pricing model and [removed: Chi-Select,] [added: Cboe-Select,] which utilizes a price-time retail customers focused market model, combined with the “taker-maker” pricing model.

Cboe Japan also offers two fully electronic non-displayed markets, [removed: Chi-Match,] [added: Cboe-Match,] which matches [removed: VWAP] [added: volume-weighted average price (“VWAP”)] orders during pre-market hours and [removed: Kai-X,] [added: Cboe BIDS Japan,] which utilizes a price-time market model aiming for primary market mid-point trades.

For our FX NDF markets, Cboe SEF [removed: and Cboe Swiss platforms utilize] [added: utilizes] a price-firmness-time priority market model and charge a flat commission based upon the notional amount traded on the platform and the capacity in which a participant is trading.

Over the course of [removed: 2022,] [added: 2023,] Cboe added approximately 800 listings across the globe and had approximately [removed: 1,800] [added: 2,080] listings for the year ended December 31, [removed: 2022.][added: 2023.]

Our subsidiary Cboe Clear Europe, a European central counterparty (“CCP”), provides post-trade [added: clearing] services, [removed: including clearing,] to stock exchanges, multilateral trading facilities and for over-the-counter equities trades and [added: exchange-traded] derivatives trades.

As a result, it guarantees the timely performance of the [added: settlement] obligations of buyers and sellers and takes on the risk of the performance of the transactions that it clears.

Additionally, as a [removed: critical] Financial Market Infrastructure, Cboe Clear Europe is subject to strict business continuity requirements and regulatory oversight.

In [removed: 2021,] [added: 2023,] Cboe Clear Europe provided CCP protection for an average of [removed: €43] [added: €44] billion of cleared value on a daily basis.

Through the process of netting, in [removed: 2021,] [added: 2023,] Cboe Clear Europe eliminated [removed: 72%,] [added: 71%,] or €31 billion of the average daily cleared value, leaving an average daily settlement value of [removed: €12] [added: €13] billion.

Above all, the Company is committed to building a trusted, inclusive global marketplace that enables people to pursue a sustainable financial future.

Executive Transitions

On July 6, 2023, Brian Schell, former Executive Vice President, Chief Financial Officer and Treasurer, announced his departure from the Company to pursue a new professional opportunity outside of the exchange industry.

Jill Griebenow, Senior Vice President, Chief Accounting Officer, was appointed to serve as Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer effective July 10, 2023, and currently serves as Executive Vice President, Chief Financial Officer.

On September 18, 2023 (the “Effective Date”), Edward T.

Tilly, former Chief Executive Officer of the Company, resigned and voluntarily terminated his employment with the Company.

Mr. Tilly also resigned as Chairman of the Company’s Board of Directors, effective as of the Effective Date.

Mr. Tilly’s resignation followed the conclusion of an investigation led by the Board of Directors and outside independent counsel that was launched in late August 2023.

The Board of Directors determined that Mr. Tilly did not disclose personal relationships with colleagues, which violated the Company’s policies and stands in stark contrast to the Company’s values.

The conduct was not related to and does not impact the Company’s strategy, financial performance, technology and market operations, financial reporting or internal controls over financial reporting.

Following Mr. Tilly’s resignation, Fredric J.

Tomczyk, an existing director of the Company, was appointed as Chief Executive Officer of the Company, effective as of the Effective Date.

As a result of Mr. Tomczyk’s appointment as Chief Executive Officer, Mr. Tomczyk stepped down from the Board of Directors’ Compensation Committee and Finance and Strategy Committee as of the Effective Date.

Also as of the Effective Date, William M.

Farrow III was appointed as non-executive Chairman of the Board of Directors (in substitution of his prior role as Lead Director of the Board of Directors).

​

| | ● | Innovating to capture growing demand for trading products and data services, globally. We plan to increase access to data products and trading solutions, provide unrivaled transaction capabilities, and have a global presence in the highest value markets. In 2023, we delivered on this initiative by expanding the use of zero days to expiry (0-DTE) products, expanding Cboe Global Indices to Europe, launching the 1-Day Volatility Index (VIX1D), designed to measure volatility over the current trading day, launching the Cboe S&P 500 Dispersion Index (DSPX), a volatility index designed to measure expected dispersion in the S&P 500 Index, launching new options on futures on two corporate bond index products, and launching four new Credit VIX Indices, designed to provide a VIX Index-like measures for credit market volatility. |

| | ● | Growing by accessing untapped addressable markets. We are expanding and diversifying our revenue opportunity set through organic investment and merger and acquisition activity. In 2023, we delivered on this initiative by expanding into pan-European single stock options and completing phase 1 of our initiative to offer options on leading European companies, adding extended trading hours for corporate bond index futures, developing plans to introduce a clearing service for securities financing transactions through Cboe Clear Europe, announcing and then launching in January 2024 margined futures on Bitcoin and Ether, Cboe FX successfully trading U.S. Treasury products, and launching Cboe Global Listings, the first-of-its-kind, global listing network facilitating worldwide access to capital and secondary liquidity for companies and ETFs, and successfully attracting its first intralisted corporate issuer to the global platform. |

The VIX Index (as defined below), although not directly tradable, is based on the mid-point of real-time

| | o | DJI Opco. We have the exclusive right during standard U.S. trading hours to offer listed options contracts in the United States on the Dow Jones Industrial Average (“DJIA”) and Dow 10 Index, and |

Cboe and BIDS Trading collaborate in operating similar venues with our cash and spot markets in Australia, Canada, Europe, and Japan.

In Europe, we operate a number of market models, including continuous Lit orderbooks, periodic auction orderbooks, dark midpoint orderbooks, a post-closing cross, as well as BIDS Europe.

Fees are typically charged on an ad valorem basis based on traded notional value, and are differentiated by orderbook, by order type, by monthly value traded, and in the case of Lit orderbooks by liquidity providing/taking orders where (on a subset of orderbooks) a rebate may be paid to the provider of passive liquidity.

taking liquidity.

Cboe also launched Cboe Global Listings in June of 2023, the first-of-its-kind, global listing network facilitating worldwide access to capital and secondary liquidity for companies and ETFs, and successfully attracted its first intralisted corporate issuer to the global platform.

In 2022, for the period subsequent to the acquisition, Cboe Clear Digital cleared $4 billion in notional volume.

Our ATS equities participants in the United States include subscribers of

| | ● | offering efficient and transparent clearing services designed to help maximize netting opportunities; |

use our back-up data center, as well as an annual test with our European trading participants.

Emerging Technologies

We are exploring the potential use of new technologies, such as artificial intelligence (“AI”), machine learning, blockchain, distributed ledger technology, quantum computing, tokenization, the cloud, and other emerging technologies to potentially help drive new products, increase productivity, improve our self-regulatory oversight responsibilities, and increase automation of tasks.

For derivatives, Cboe NL relies on Cboe Clear Europe to clear both index and single stock derivative contracts.

Cboe Clear Digital is the sole provider of clearing and settlement of all digital asset transactions occurring on Cboe Digital Exchange.

Further, Cboe Digital holds customer digital clearing assets through accounts with third party custodians and, in the case of hot and warm wallets, through self-custody.

to the local or online digital wallet in which the digital assets are held.

Cboe Clear Digital clears cryptocurrencies from 50 U.S. jurisdictions authorized by license or not subject to licensing.

Cboe Digital launched trading and clearing in margin futures on Bitcoin and Ether on January 11, 2024.

With this launch, Cboe Digital became the first U.S. regulated crypto native exchange and clearinghouse to enable both spot and leveraged derivatives trading on a single platform.

foreign regulators.

_Volume Based Pricing Proposal_

The Company is committed to operating a trusted, inclusive global marketplace, and to providing leading products, technology and data solutions that enable participants to define a sustainable financial future.

On May 2, 2022, Cboe completed its acquisition of ErisX, subsequently rebranded to Cboe Digital, an operator of a U.S. based digital asset spot market, a regulated futures exchange, and a regulated clearinghouse.

On June 1, 2022, Cboe completed its acquisition of NEO Exchange Inc. (“NEO”), which is a recognized Canadian securities exchange.

| | ● | Innovating to capture growing demand for trading products and data services, globally. We plan to increase access to data products and trading solutions, provide unrivaled transaction capabilities, have a global presence in the highest value markets, and develop indices and products to meet growing environmental, social, and governance (“ESG”) needs. In 2022, we delivered on this initiative by launching Nanos by Cboe, which are smaller and simpler options designed for retail traders, adding Tuesday and Thursday expirations for SPX Weeklys Options, launching FLEX Micro Options, launching Mini S&P 500 Index (XSP) Options during global trading hours, adding Pan-European market data to Cboe Global Cloud, launching a new, real-time Canadian equities market data offering, and adding volatility-related indices to Cboe’s implied correlation index suite. |

| | ● | Growing by accessing untapped addressable markets. We are expanding and diversifying our revenue opportunity set through both organic investment and merger and acquisition activity. In 2022, we delivered on this initiative by completing our acquisition of NEO, thereby further expanding into Canada, as well as completing our acquisition of Cboe Digital and entering the digital asset space. We have further developed the Cboe Digital platform by syndicating minority equity interests with a group of thirteen firms reflecting a broad array of market participants to help support the growth of the platform. We also accessed untapped addressable markets by launching new equity index products on CEDX and joined the Pyth network to bring equities market data to the blockchain. |

In Canada, for our cash and spot markets, MATCHNow, the Canadian equities ATS, which is fully electronic, utilizes a model that combines frequent call matches and continuous execution opportunities in a confidential trading book.

The system uses real-time quotes for protected transparent Canadian markets, and orders may be firm or conditional.

Firm orders matched within MATCHNow are executed at three levels of price improvement: (1) the mid-point between the Canadian best bid and offer (the “CBBO”); (2) one price increment better than the CBBO or; (3) at the bid or offer for orders that meet a specified large threshold.

Furthermore, MiFID II and MiFIR placed more onerous conditions on trading venues and investment firms and restricted certain types of trading activity.

Furthermore, electronification of the FX market appears to be experiencing more resistance outside the United States.

The Japan Securities Clearing Corporation (“JSCC”) is the sole provider of clearing on all equities transactions occurring on Cboe Japan’s Chi-Alpha, Chi-Select, Chi-Match and Kai-X.

Cboe Digital Exchange relies on Cboe Clear Digital to clear digital asset trades.

In addition, customer accounts and institutional accounts are maintained at separate banking institutions.

liquidity trading purposes, Cboe Digital maintains its own digital assets only to facilitate customer trading.

Further, Cboe Digital holds customers’ digital assets custodially through self-custody and its accounts with custodians, such as banks or such other cryptocurrency custodial institutions selected by us to act as custodians.

_Consolidated Data Plan Order_

On May 6, 2020, the SEC issued an order (the “Consolidated Data Plan Order”) that would require U.S. equities exchanges and FINRA to develop and file a new consolidated data plan (the “Plan”) that would replace the three current U.S. equities tape data plans and require certain governance provisions, such as changes to the voting structure.

Pursuant to the Consolidated Data Plan Order, we and the other U.S. equities exchanges and FINRA were required to file the proposed Plan for public comment before the SEC took any definitive action on such new plan.

The proposed Plan was filed on August 11, 2020 and on August 6, 2021 the SEC approved such Plan.

The Plan was subsequently challenged by exchanges and the courts granted a stay of the Plan.

On July 5, 2022, the D.C. Circuit Court upheld parts of the Consolidated Data Plan Order, while vacating certain of its other requirements including the Plan’s requirements regarding the voting structure.

As such, the current data plans will continue to govern.

Our equities exchanges, BZX, BYX, EDGX, and EDGA, may require additional resources to comply with or challenge the Consolidated Data Plan Order and the Plan may have a material impact on our business, financial condition and operating results if, for example, there is a negative impact on the applicable market data revenues that we receive that are generated from such new plan.

See “Risk Factors” for more information.

_Market Data Infrastructure Rule_

On December 9, 2020, the SEC issued a Market Data Infrastructure Final Rule (“MDIR”), which makes significant additions to the content available on the Securities Information Processors (“SIPs”) and replaces the exclusive processors with a competing consolidator model.

The MDIR was subsequently challenged by several exchanges in court, but was upheld by the D.C. Circuit Court on May 24, 2022.

In connection with the MDIR’s requirements, the exchanges filed fee amendments for the new market data content required under the MDIR,as well as non-fee amendments, which were subsequently disapproved by the SEC on September 21, 2022.

Because the implementation of the MDIR is predicated on the approval of the fee and non-fee amendments, the MDIR has yet to take effect.

Until such time, the SEC orders the exchanges to file new fee and non-fee amendments, the MDIR is at a standstill.

impact on our operations.

The rules introduce a reporting obligation for OTC derivatives markets, a clearing obligation for eligible OTC derivatives markets, measures to reduce counterparty credit and operational risk for bilateral OTC derivatives markets, CCPs, and trade repositories, and rules on the establishment of interoperability between CCPs.

The introduction of mandatory buy-ins for OTC business in 2022 was postponed for three years and in 2022, the EU Commission published proposals to further review CSDR, including the mandatory buy-in regime.

On July 12, 2021, and November 18,

These proposals are expected to be implemented in late 2023 or early 2024.

In addition, the European Securities and Markets Authority (“ESMA”) also published its proposal for a review of EU transparency rules.

The proposal includes, among other provisions, provision for increased pre-trade transparency for periodic auctions and post-trade flagging.

These proposals may be implemented by the end of 2023, although they may also be incorporated into the wider MiFiR review.

As proposed, these proposals may have a material adverse effect on our business, financial condition and operating results.

We have certified to the completion of these undertakings and are no longer required to certify.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the Registrant's outstanding voting common equity held by non-affiliates was approximately [removed: $11.7] [added: $14.2] billion based on the closing price of [removed: $113.19] [added: $138.01] per share of common stock.

The number of outstanding shares of the registrant's common stock as of February [removed: 10, 2023] [added: 9, 2024] was [removed: 105,742,628] [added: 105,581,561] shares of common stock.

Portions of Cboe Global Market’s Definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, [removed: 2022,] [added: 2023,] are incorporated by reference in Part III.

| [Item 1A.](#Item1ARiskFactors) | | [Risk Factors](#Item1ARiskFactors) | [removed: 34] [added: 35] |

| [Item 1B.](#Item1BUnresolvedStaffComments_497585) | | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_497585) | [removed: 59] [added: 60] |

| [Item 2.](#Item2Properties_26633) | | [Properties](#Item2Properties_26633) | [removed: 59] [added: 62] |

| [Item 3.](#Item3LegalProceedings_399160) | | [Legal Proceedings](#Item3LegalProceedings_399160) | [removed: 60] [added: 63] |

| [Item 4.](#Item4MineSafetyDisclosures_10202) | | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_10202) | [removed: 60] [added: 63] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquity_14) | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquity_14) | [removed: 61] [added: 64] |

| [Item 7.](#Item7MangamentsDiscussionandAnalysis_301) | | [Management's Discussion and Analysis of Financial Condition and Results of Operations](#Item7MangamentsDiscussionandAnalysis_301) | [removed: 64] [added: 67] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 95] [added: 100] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 99] [added: 106] |

| [Item 9.](#Item9ChangesinDisagreementswithAccountan) | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinDisagreementswithAccountan) | [removed: 154] [added: 164] |

| [Item 9A.](#Item9AControlsandProcedures_932099) | | [Controls and Procedures](#Item9AControlsandProcedures_932099) | [removed: 154] [added: 164] |

| [Item 9B.](#Item9BOtherInformation_923882) | | [Other Information](#Item9BOtherInformation_923882) | [removed: 154] [added: 164] |

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | ​ | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 154] [added: 164] |

| [Item 10.](#Item10DirectorsExecutiveOfficers_470329) | | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers_470329) | [removed: 155] [added: 165] |

| [Item 11.](#Item11ExecutiveCompensation_846147) | | [Executive Compensation](#Item11ExecutiveCompensation_846147) | [removed: 155] [added: 165] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 155] [added: 165] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 155] [added: 165] |

| [Item 14.](#Item14PrincipalAccountantFeesandServices) | | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | [removed: 155] [added: 165] |

| [Item 15.](#Item15ExhibitsFinancialStatementSchedule) | | [Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatementSchedule) | [removed: 156] [added: 166] |

| [Item 16.](#Item16Form10KSummary_266369) | ​ | [Form 10-K Summary](#Item16Form10KSummary_266369) | [removed: 162] [added: 173] |

| | ● | “Cboe Clear Digital” refers to Cboe Clear [removed: Digital] [added: Digital, LLC] (formerly known as Eris [removed: Clearing),] [added: Clearing, LLC),] a [removed: regulated clearinghouse and component] [added: wholly-owned subsidiary] of [removed: Digital segment.] [added: Cboe Global Markets, Inc.] |

| | ● | “Cboe Clear Europe” refers to Cboe Clear Europe [added: N.V.] (formerly known as European Central Counterparty [removed: N.V,] [added: N.V.,] formerly defined as “EuroCCP”), a wholly-owned subsidiary of Cboe Global Markets, Inc. |

| | ● | “Cboe [removed: Swiss”] [added: Trading”] refers to Cboe [removed: Switzerland GmbH,] [added: Trading, Inc.,] a wholly-owned subsidiary of Cboe Global Markets, Inc. |

| | ● | “Cboe [removed: Trading”] [added: Fixed Income”] refers to Cboe [removed: Trading, Inc.,] [added: Fixed Income Markets, LLC,] a wholly-owned subsidiary of Cboe Global Markets, [removed: Inc., operated in the United States.] [added: Inc.] |

| | ● | “MATCHNow” refers to [added: the former] TriAct Canada Marketplace LP, a wholly-owned subsidiary of Cboe Global Markets, Inc., [added: which was] the operator of [removed: our] [added: a] Canadian ATS [removed: called MATCHNow.] [added: (known as “MATCHNow”).] |

| | ● | [removed: “NEO”] [added: “Cboe Canada”] refers to [added: the former] Aequitas Innovations, [removed: Inc, a] [added: Inc. and Neo Exchange Inc. (commonly referred to as “NEO Exchange”), which were] wholly-owned [removed: subsidiary] [added: subsidiaries] of Cboe Global Markets, Inc. |

| | ● | [removed: “VIX” refers] [added: “VIX futures” or “VIX options” refers, as applicable,] to our Cboe Volatility Index exchange traded options and futures products. |

Cboe®, Cboe Global Markets®, Cboe [added: Clear®, Cboe] LIS®, Bats®, BIDS Trading®, BYX®, BZX®, Cboe Volatility Index®, CFE®, EDGA®, EDGX®, ErisX®, EuroCCP®, Hybrid®, LiveVol®, MATCHNow®, NANO®, Options Institute®, Silexx®, VIX®, and XSP® are registered trademarks, and Cboe Futures ExchangeSM, Cboe BIDS EuropeSM, Cboe [removed: ClearSM, Cboe] DigitalSM, C2SM, f(t)optionsSM, HanweckSM, [removed: NANOsSM,] Nanos by [removed: CboeSM and] [added: CboeSM, The Exchange for the World StageSM,] Trade [removed: AlertSM] [added: AlertSM, and VIX1DSM] are service marks of Cboe Global Markets, Inc. and its subsidiaries.

Standard & Poor's®, S&P®, S&P 100®, S&P 500® and SPX® are registered trademarks [added: and DSPXSM is a service mark] of Standard & Poor's Financial Services LLC and have been licensed for use by Cboe Exchange, Inc. Dow Jones®, Dow Jones Industrial Average®, DJIA® and Dow Jones Indices are registered trademarks or service marks of Dow Jones Trademark Holdings, LLC, used under license.

| | ● | our ability to attract and retain skilled management and other [removed: personnel, including compensation inflation;] [added: personnel;] |

| | ● | factors that impact the quality and integrity of our [added: and other applicable] indices; |

| | ● | our ability to minimize the risks, including our [removed: credit] [added: credit, counterparty, investment,] and default risks, associated with operating a European clearinghouse; |

2023 FORM 10-K

| [Item 1C.](#ItemICCybersecurity) | ​ | [Cybersecurity](#ItemICCybersecurity) | 60 |

| | ● | “Cboe Canada Inc.” is a wholly-owned subsidiary of Cboe Global Markets, Inc. and a recognized Canadian securities exchange. As of January 1, 2024, the Cboe Canada and MATCHNow entities have been amalgamated into Cboe Canada Inc. |

| | ● | “CIRO” refers to the Canadian Investment Regulatory Organization. |

2022 FORM 10-K

| | ● | “Chi-X” refers to Chi-X Holdings Limited, a wholly-owned subsidiary of Cboe Global Markets, Inc. |

| | ● | “IIROC” refers to the Investment Industry Regulatory Organization of Canada. |

We maintain policies, procedures and controls designed to safeguard against cybersecurity incidents by protecting the confidentiality, integrity, availability and reliability of our systems, networks and information.

These policies, procedures and controls are subject to monitoring, auditing, and evaluation practices, pursuant to our Enterprise Risk Management program, which is supported by a three-line defense strategy that includes, the business lines, the Enterprise Risk Management Committee, the Risk Management and Information Security Department, the Compliance Department and the Internal Audit Department.

Further, we have developed and conduct at least annually cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our systems.

At least annually, we also conduct simulations, tabletop exercises, independent third-party cybersecurity penetration assessments, and response readiness tests.

In addition, the information technology systems of our self-regulatory organizations are subject to periodic reviews, audits, and inspections by regulatory authorities.

We also conduct diligence on cybersecurity practices in connection with our overall risk assessment when evaluating expansion into new regions, strategic opportunities, and new products.

We engage assessors, consultants, auditors and other third parties in connection with developing and evaluating our overall risk management framework.

Additionally, our internal audit team periodically engages third parties to co-source internal audits of our information security processes.

We strive to utilize best practices in our information security management and follow applicable industry standards.

In support of our risk management framework, we maintain a vendor management policy and program to manage third-party risk.

Embedded in our vendor management policy is a defined process to assess the risks related to new vendors.

Vendors deemed to be high risk are re-assessed annually.

These assessments include security questionnaires and reviews of Service Organization Controls (SOC) Reports, where applicable.

Cboe uses a third-party service to help monitor the security posture of our vendors that process and/or store confidential Cboe information.

We have committees, response and management teams, and dedicated positions for managing and assessing cybersecurity risk, including a Chief Information Security Officer, a Chief Risk Officer, an Enterprise Risk Management Committee and a dedicated internal information security team.

Our Chief Information Security Officer and Chief Risk Officer have extensive experience in the industry.

Our Chief Information Security Officer has over 20 years of experience leading information security programs including 12 years of experience in cybersecurity consulting, building efficient and sustainable cybersecurity programs for large, complex and heavily regulated global enterprises.

Our Chief Information Security Officer is currently responsible for developing and executing the Company’s global security strategy and roadmap along with its long-range plan to meet industry and regional regulatory compliance requirements.

We have an information security department with associates who are located around the globe.

Our Chief Risk Officer’s tenure with Cboe spans 23 years, during which time he has held senior positions in information security and risk management.

He is currently responsible for oversight of the Company’s risk function including the enterprise risk management, information security, privacy, vendor management, and IT asset management programs.

Our incident response team is responsible for identifying potential cybersecurity incidents and communicating information regarding the nature and severity of the incident to senior management and others as required by the Company’s written Incident Response Plan.

Cybersecurity incidents are tracked pursuant to our incident monitoring processes defined within the Incident Response Plan.

Potential cybersecurity incidents may also be reported to our Disclosure Committee to determine if further action and/or public disclosure is required.

We have also put in place a vulnerability management program through which our systems are routinely scanned to help identify vulnerabilities and track remediation activities.

The Board recognizes that our business depends on the confidentiality, integrity, availability, performance, security, and reliability of our data and technology systems and devotes time and attention to the oversight of cybersecurity and information security risk.

In particular, the Board’s Risk Committee receives recurring updates and reports on information security-related topics from senior management, including from the Company’s Chief Compliance Officer, Chief Risk Officer, and Chief Information Security Officer.

More specifically, the Risk Committee receives recurring presentations from senior management on cybersecurity, including architecture and resiliency, incident management, business continuity and disaster recovery, significant information technology changes, data privacy, insider threats, physical security, information related to third-party cyber assessments and risks associated with the use of third party service providers.

The Risk Committee also reviews and approves any changes to the related information security and privacy program charter.

Further, summaries of the proceedings from prior Risk Committee meetings are provided to the Board on a routine basis.

We have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees.

However, we are not aware of any of these threats or events having a material impact on our business or our business strategy, results of operations or financial condition results to date.

We cannot assure you that we will not experience future threats or events that may be material.

Please also refer to the risk factors above for additional information.

​

Our principal properties as of December 31, [removed: 2022] [added: 2023] are listed in the table below:

| 433 [removed: W.] [added: West] Van Buren Street, Chicago, Illinois | ​ | New global headquarters and office space | ​ | Leased | ​ | August 2035 | ​ | 185,000 sq. ft. |

| 141 [removed: W.] [added: West] Jackson Boulevard, Chicago, Illinois | ​ | [removed: New trading] [added: Trading] floor and office space | ​ | Leased | ​ | October 2032 | ​ | 40,000 sq. ft. |

| 17 State Street, New York, New York | ​ | Office space | ​ | Leased | ​ | [removed: April 2024, with one 5 year renewal option] [added: December 2027] | ​ | 22,000 sq. ft. |

| Rockwell Business Center Sheridan, Sheridan Street Corner United Street, Highway Hills Mandaluyong City 1550 Philippines | ​ | Office space | ​ | Leased | ​ | [removed: December 2023] [added: November 2028] | ​ | 10,500 sq. ft. |

| 1 Farrer Place, Sydney 2000 Australia | ​ | Office space | ​ | Leased | ​ | December 2026 | ​ | [removed: 7,000] [added: 18,000] sq. ft. |

Our [removed: disaster recovery sites] [added: primary data center] in the United States [removed: are located] [added: is] in [removed: Chicago, Illinois, Kansas City, Missouri, and] Secaucus, New [removed: Jersey.][added: Jersey, and its disaster recovery center is in Chicago, Illinois.]

In Europe, our primary data center is in Slough, [removed: England.][added: England and the secondary data center is in Park Royal, London.]

The building is currently classified as held for sale.

See Note 7 (“Property and Equipment, Net”) of the consolidated financial statements included herein for further information.

In Asia Pacific, our primary data centers are in Tokyo, Japan and Sydney, Australia and secondary data centers are located in Osaka City, Japan and Sydney, Australia.

| 8050 Marshall Drive, Lenexa, Kansas | ​ | Office space | ​ | Leased | ​ | May 2023 | ​ | 18,500 sq. ft. |

| 111 S. Wacker Drive, Suite 4730, Chicago, IL | ​ | Office space | ​ | Leased | ​ | January 2024 | ​ | 9,500 sq. ft. |

| Strawinskylaan 1847 Amsterdam, Netherlands | ​ | Office space | ​ | Leased | ​ | August 2023 | ​ | 8,000 sq. ft. |

The Company classified the associated land, building,

and certain furniture and equipment of the former headquarters location as held for sale, performed an impairment assessment, and ceased depreciation effective May 1, 2019, as the Company anticipated selling the property held for sale in less than twelve months.

However, due to the time elapsed since active marketing for sale of the building commenced, the Company reclassified the property to held and used, effective May 1, 2021, and the building was once again subject to depreciation.

On April 28, 2022, the Company signed a non-binding letter of intent with an entity interested in purchasing the property, though in the quarter ended September 30, 2022, negotiations with this entity were terminated.

The Company has continued discussions with other potential buyers.

At this time the Company has no indications that the property’s classification or carrying value needs to be updated as of December 31, 2022.

The property is subject to depreciation as of December 31, 2022.

In addition, we have agreements with a primary data center in Secaucus, New Jersey and a secondary data center in Chicago, Illinois.

The secondary data center for Cboe Europe is in Park Royal, London.

We operate a back-up location for our London operations in the United Kingdom.

As of January 31, [removed: 2023,] [added: 2024,] there were approximately [removed: 124] [added: 116] holders of record of our common stock.

In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations, for a total authorization of [removed: $1.6] [added: $1.8] billion.

Under the program, for the year ended December 31, [removed: 2022,] [added: 2023,] the Company repurchased [removed: 876,238] [added: 661,721] shares of common stock at an average cost per share of [removed: $115.20,] [added: $126.80,] totaling [removed: $100.9] [added: $83.9] million.

Since inception of the program through December 31, [removed: 2022,] [added: 2023,] the Company has repurchased [removed: 18,948,367] [added: 19,610,088] shares of common stock at an average cost per share of [removed: $70.30,] [added: $72.21,] totaling [removed: $1.3] [added: $1.4] billion.

As of December 31, [removed: 2022,] [added: 2023,] the Company had [removed: $217.9] [added: $384.0] million of availability remaining under its existing share repurchase authorizations.

During the fiscal quarter ended December 31, [removed: 2022,] [added: 2023,] we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock units and restricted stock awards.

The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, [removed: 2022:][added: 2023:]

The following graph compares the cumulative total return provided to stockholders on our common stock since December 31, [removed: 2017] [added: 2018] against the return of the S&P 500 Index and a customized peer group that includes CME Group Inc., Intercontinental Exchange Inc., and Nasdaq, Inc.

An investment of $100, with reinvestment of all dividends, is assumed to have been made in our common stock, the index and the peer groups on December 31, [removed: 2017,] [added: 2018,] and its performance is tracked on an annual basis through December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

| S&P 500 | ​ | 100.00 | ​ | [removed: 95.62 | ​ |] 125.72 | ​ | 148.85 | ​ | 191.58 | ​ | 156.88 | [added: ​ | 198.13 |]

The table below shows the purchases of equity securities by the Company which settled during the three months ended December 31, 2023, reflecting the purchase of common stock under the Company's share repurchase program:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number of | ​ | Approximate Dollar | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Shares Purchased | ​ | Value of Shares that May | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | as Part of Publicly | ​ | Yet Be Purchased Under | |

| ​ | ​ | Total Number of | ​ | Average Price | | ​ | Announced Plans | ​ | the Plans or Programs | |

| Period | | Shares Purchased | | Paid per Share | | | or Programs | | (in millions) | |

| October 1 to October 31, 2023 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 389.8 |

| November 1 to November 30, 2023 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 389.8 |

| December 1 to December 31, 2023 | ​ | 33,507 | ​ | ​ | 173.59 | ​ | 33,507 | ​ | ​ | 384.0 |

| Total | ​ | 33,507 | ​ | $ | 173.59 | ​ | 33,507 | ​ | ​ | ​ |

| October 1 to October 31, 2023 | ​ | — | ​ | $ | — |

| November 1 to November 30, 2023 | ​ | 243 | ​ | ​ | 176.66 |

| December 1 to December 31, 2023 | ​ | 52 | ​ | ​ | 134.03 |

| Total | ​ | 295 | ​ | ​ | 169.18 |

| ​ | ​ | 12/18 | ​ | 12/19 | ​ | 12/20 | ​ | 12/21 | ​ | 12/22 | ​ | 12/23 |

| Cboe Global Markets, Inc. | ​ | 100.00 | ​ | 124.16 | ​ | 97.88 | ​ | 139.21 | ​ | 136.20 | ​ | 196.64 |

| Peer Group | ​ | 100.00 | ​ | 122.67 | ​ | 142.87 | ​ | 197.23 | ​ | 162.00 | ​ | 182.70 |

| October 1 to October 31, 2022 | ​ | — | ​ | $ | — |

| November 1 to November 30, 2022 | ​ | 658 | ​ | ​ | 122.63 |

| December 1 to December 31, 2022 | ​ | — | ​ | ​ | — |

| Total | ​ | 658 | ​ | ​ | 122.63 |

| ​ | ​ | 12/17 | ​ | 12/18 | ​ | 12/19 | ​ | 12/20 | ​ | 12/21 | ​ | 12/22 |

| Cboe Global Markets, Inc. | ​ | 100.00 | ​ | 79.40 | ​ | 98.59 | ​ | 77.72 | ​ | 110.54 | ​ | 108.15 |

| Peer Group | ​ | 100.00 | ​ | 116.15 | ​ | 141.44 | ​ | 162.74 | ​ | 223.96 | ​ | 183.42 |

| [Reports of Independent Registered Public Accounting [removed: Firm](#REPORTOFINDEPENDENTREGISTERED_227565)] [added: Firm](#ReportofIndependentPublicAccountingFirm)] (PCAOB ID 185) | [removed: 100] [added: 107] |

| [Consolidated Balance Sheets](#ConsolidatedBalanceSheets_913646) | [removed: 104] [added: 111] |

| [Consolidated Statements of Income](#ConsolidatedStatementsofIncome_610291) | [removed: 105] [added: 112] |

| [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensiveInc) | [removed: 106] [added: 113] |

| [Consolidated Statements of Changes in Stockholders’ Equity](#ConsolidatedStatementsofChangesinStockho) | [removed: 107] [added: 114] |

| [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows_740676) | [removed: 108] [added: 115] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_1) | [removed: 109] [added: 116] |

To the Stockholders and Board of Directors [added: of]

We have audited the accompanying consolidated balance sheets of Cboe Global Markets, Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period [added: ended] December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: _Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 17, 2023] [added: 16, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

_Critical Audit [removed: Matter_][added: Matters_]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [removed: a] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| [removed: |] ● | analyzing the Company’s tax positions, including the measurement of unrecognized tax benefits |

| [removed: |] ● | evaluating changes in applicable laws and regulations |

| [removed: |] ● | inspecting settlements with applicable taxing authorities. |

We have audited Cboe Global Markets, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: _Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: _Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 17, 2023] [added: 16, 2024] expressed an unqualified opinion on those consolidated financial statements.

December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

| [removed: ​] [added: ​] | [removed: ​] | [added: 2023 | | |] 2022 | | [removed: ​] | 2021 | | [removed: ​] |

| Cash and cash equivalents | ​ | [removed: $] [added: ​] | [added: 543.2 | ​ | ​ |] 432.7 | ​ | [removed: $] [added: ​] | 341.9 | ​ |

| Financial investments | ​ | ​ | [removed: 91.7] [added: 57.5] | ​ | ​ | [removed: 37.1] [added: 91.7] | ​ |

| Accounts receivable, net of [removed: $2.2] [added: $4.5] allowance for credit losses at December 31, [removed: 2022] [added: 2023] and [removed: $1.0] [added: $2.2] at December 31, [removed: 2021] [added: 2022] | ​ | ​ | [removed: 369.8] [added: 337.3] | ​ | ​ | [removed: 326.9] [added: 369.8] | ​ |

| Margin [removed: deposits and] [added: deposits,] clearing [added: funds, and interoperability] funds | ​ | ​ | [removed: 543.0] [added: 848.8] | ​ | ​ | [removed: 745.9] [added: 543.0] | ​ |

| Digital assets - safeguarded assets | ​ | ​ | [removed: 22.9] [added: 51.3] | ​ | ​ | [removed: —] [added: 22.9] | ​ |

| Income taxes receivable | ​ | | [removed: 48.3] [added: 74.5] | ​ | | [removed: 42.7] [added: 48.3] | ​ |

| Other current assets | ​ | | [removed: 47.6] [added: 66.7] | ​ | | [removed: 36.8] [added: 47.6] | ​ |

| Total current assets | ​ | | [removed: 1,556.0] [added: 1,979.3] | ​ | | [removed: 1,531.3] [added: 1,556.0] | ​ |

| Investments | ​ | | [removed: 253.2] [added: 345.3] | ​ | | [removed: 245.8] [added: 253.2] | ​ |

| Land | ​ | ​ | [removed: 2.3] [added: —] | ​ | ​ | 2.3 | ​ |

| Property and equipment, net | ​ | ​ | [removed: 108.2] [added: 109.2] | ​ | ​ | [removed: 105.2] [added: 108.2] | ​ |

| Operating lease right of use assets | ​ | ​ | [removed: 111.7] [added: 136.6] | ​ | ​ | [removed: 110.1] [added: 111.7] | ​ |

| Goodwill | ​ | ​ | [removed: 3,122.8] [added: 3,140.6] | ​ | ​ | [removed: 3,025.4] [added: 3,122.8] | ​ |

| Intangible assets, net | ​ | ​ | [removed: 1,662.8] [added: 1,561.5] | ​ | ​ | [removed: 1,668.6] [added: 1,662.8] | ​ |

| Other assets, net | ​ | | [removed: 181.9] [added: 206.3] | ​ | | [removed: 125.8] [added: 181.9] | ​ |

| Total assets | ​ | $ | [removed: 6,998.9] [added: 7,487.5] | ​ | $ | [removed: 6,814.5] [added: 6,998.9] | ​ |

| Accounts payable and accrued liabilities | ​ | $ | [removed: 420.2] [added: 412.7] | ​ | $ | [removed: 295.4] [added: 420.2] | ​ |

| Section 31 fees payable | ​ | ​ | [removed: 147.1] [added: 51.9] | ​ | ​ | [removed: 40.8] [added: 147.1] | ​ |

_Evaluation of goodwill impairment analysis for the Europe and Asia Pacific reporting unit_

As discussed in Notes 2 and 10 to the consolidated financial statements, the Company tests goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying value may be impaired.

This involves estimating the fair value of the reporting unit using a discounted cash flow model.

We identified the evaluation of the Company’s goodwill impairment analysis for the Europe and Asia Pacific reporting unit as a critical audit matter.

The determination of the fair value of the Europe and Asia Pacific reporting unit required management to make assumptions about the forecasted revenue growth rates and operating margin assumptions within the discounted cash flow model used in the income approach.

Evaluating these assumptions involved a higher degree of auditor judgment and the use of professionals with specialized skills and knowledge.

Changes to these assumptions could impact the conclusions reached regarding the recoverability of goodwill for the Europe and Asia Pacific reporting unit.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Europe and Asia Pacific reporting unit goodwill impairment analysis, including controls over the forecasted revenue growth rates and operating margin assumptions.

We evaluated the Company’s forecasted revenue growth rates and operating margins by comparing historical revenue growth rate and operating margin forecasts to actual results.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted with evaluating the forecasted revenue growth rates and operating margin assumptions by comparing them to peer companies.

The following are the primary procedures we performed to address this critical audit matter.

February 16, 2024

To the Stockholders and Board of Directors of

February 16, 2024

| Margin deposits, clearing funds, and interoperability funds | ​ | ​ | 848.8 | ​ | ​ | 543.0 | ​ |

| Earnings in investments | ​ | ​ | 39.5 | ​ | ​ | 7.2 | ​ | ​ | 1.0 | ​ |

Years ended December 31, 2023, 2022 and 2021

Years ended December 31, 2023, 2022 and 2021

| Retirement of treasury stock | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 218.3 | ​ | ​ | (34.5) | ​ | ​ | (183.8) | ​ | ​ | — | ​ | ​ | — |

| Balance at December 31, 2023 | ​ | $ | — | ​ | $ | 1.1 | ​ | $ | (10.5) | ​ | $ | 1,478.6 | ​ | $ | 2,525.2 | ​ | $ | (9.4) | ​ | $ | 3,985.0 |

Years ended December 31, 2023, 2022 and 2021

| Depreciation and amortization | ​ | | 158.0 | ​ | | 166.8 | ​ | | 167.4 | ​ |

| Proceeds from sale of intangible assets | ​ | ​ | 0.8 | ​ | ​ | — | ​ | ​ | — | ​ |

Above all, the Company is committed to building a trusted, inclusive global marketplace that enables people to pursue a sustainable financial future.

Expenditures for

The Company’s operations in the United Kingdom, Amsterdam, Canada, Australia, Japan, Singapore, Philippines, and Hong Kong are

The revenues associated with this customer are included in the Options, North American Equities, Europe and Asia Pacific, Global FX and Futures segments and totaled $389.4 million, $415.3 million, and $376.2 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Certain Cboe Digital investor members can earn additional Restricted Common Units if they meet certain performance-based metrics outlined in an equity incentive program (“Incentive Program Units”).

The Incentive Program Units are subject to the same terms and conditions as the other Restricted Common Units and are similarly liability-classified awards.

Cboe Digital authorized a maximum of 20 Common Units to be distributed over the two-year life of the incentive program.

The cost associated with the Incentive Program Units will be recognized as contra-revenue ratably over the remaining service period associated with the Incentive Program Units.

Further adjustments will be recognized in each reporting period until performance is complete relating to changes in the fair value of the incentive program liabilities in accordance with ASC 718 – Compensation – Stock Compensation.

As a result of an update in its rules, effective August 14, 2023, Cboe Clear Europe may invest interoperability fund deposits provided by clearing participants subsequent to the effective date of the rules change.

In accordance with the updated policy, Cboe Clear Europe has the option to maintain cash deposits provided by clearing participants at Clearstream Banking S.A., in the same manner done previously, or invest the cash in certain investments within the parameters of its investment policy.

As such, the interoperability fund deposits are reflected in the consolidated balance sheet as of the effective date of the rules change.

Changes in margin deposits, clearing funds, and interoperability funds, are presented net in the “restricted cash and cash equivalents and customer bank deposits (included in margin deposits, clearing funds, and interoperability funds)” line in the operating section of the consolidated statement of cash flows.

Similarly, cash flows associated with related investment agreements as well as interest income earned on such investments will be classified as cash flows from operating activities in the consolidated statement of cash flows.

Both activities are part of Cboe Clear Europe’s principal operating activities and are presented within the operating section of the consolidated statement of cash flows.

When investments are made in accordance with its investment policy, Cboe Clear Europe receives the amount of investment earnings and pays clearing participants those earnings minus a set basis point cost of collateral.

Related

​

| --- | --- | --- |

February 17, 2023

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, excluded Cboe Digital Intermediate Holdings, LLC (formerly known as Eris Digital Holdings, LLC) and its subsidiaries, as well as Aequitas Innovations, Inc. and its subsidiaries, acquired on May 2, 2022 and June 1, 2022, respectively.

The acquired businesses had aggregate total assets and total stockholders’ equity of $336.4 million and $302.2 million, respectively, and total revenues and revenues less cost of revenues of $22.8 million and $12.9 million, respectively, which are included in the Company’s consolidated financial statements as of and for the year ended December 31, 2022.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Cboe Digital Intermediate Holdings, LLC (formerly known as Eris Digital Holdings, LLC) and its subsidiaries, as well as Aequitas Innovations, Inc. and its subsidiaries.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2019 | | $ | — | ​ | $ | 1.2 | ​ | $ | (887.1) | ​ | $ | 2,691.3 | ​ | $ | 1,512.6 | ​ | $ | 37.6 | ​ | $ | 3,355.6 |

| Transition adjustment for adoption of Current Expected Credit Losses standard at January 1, 2020 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.4) | ​ | ​ | — | ​ | ​ | (0.4) |

| Exercise of common stock options | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.2 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.2 |

| Impairment of investments | ​ | ​ | — | ​ | ​ | 5.6 | ​ | ​ | 15.1 | ​ |

| Bargain purchase gain | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (32.6) | ​ |

| Proceeds from credit facility | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 70.0 | ​ |

| Payments of credit facility | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (70.0) | ​ |

| Exercise of common stock options | ​ | | — | ​ | | — | ​ | ​ | 0.2 | ​ |

| Income taxes payable acquired | ​ | ​ | — | ​ | ​ | (0.1) | ​ | ​ | (1.3) | ​ |

The Company is committed to operating a trusted, inclusive global marketplace, and to providing leading products, technology and data solutions that enable participants to define a sustainable financial future.

On May 2, 2022, Cboe completed its acquisition of ErisX, subsequently rebranded to Cboe Digital, an operator of a U.S. based digital asset spot market, a regulated futures exchange, and a regulated clearinghouse.

On June 1, 2022, Cboe completed its acquisition of NEO, which is a recognized Canadian securities exchange.

The changes do not have a financial impact on the Company’s reported revenue, revenues less cost of revenues, reported net income, or cash flows from operations.

*​*

_Cost of Revenues_

| | ● | Royalty fees and other cost of revenues – includes royalty fees and other cost of revenues across the Company’s six segments. In prior periods, royalty fees and other cost of revenues were presented as distinct cost of revenues categories. |

The Company previously operated five reportable business segments prior to the quarter ended June 30, 2022.

A decline in the fair value of any available-for-sale investment below carrying value that is deemed to be other-than-temporary results in an impairment to reduce the carrying value to realizable value.

To determine whether an impairment is other-than-temporary, the Company considers all available information relevant to the collectability of the investment, including past events, current conditions, and reasonable and supportable forecasts when developing estimate of cash flows expected to be collected.

Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates.

information.

Warrant liabilities in accordance with ASC 718 – Compensation – Stock Compensation.

These margin deposits and clearing funds are deposited with De Nederlandsche Bank (“DNB”), can only be used for specified Cboe Clear Europe operations, and fluctuate over time due to changes in deposit requirements.

Certain non-cash margin deposits and clearing fund deposits, as well as interoperability fund deposits, are not reflected in the accompanying consolidated balance sheet, as Cboe Clear Europe does not take economic ownership of these balances.

The safeguard asset and liability are remeasured at fair value on a recurring basis with no impact to the consolidated statement of income.

There were no applicable material accounting pronouncements that have been issued, but were not yet adopted as of December 31, 2022.

| Market data fees | ​ | ​ | 98.6 | ​ | ​ | 105.0 | ​ | ​ | 28.4 | ​ | ​ | 232.0 |

| Regulatory fees | ​ | ​ | 416.9 | ​ | ​ | — | ​ | ​ | 83.3 | ​ | ​ | 500.2 |

| Other revenue | ​ | ​ | 17.4 | ​ | ​ | 18.8 | ​ | ​ | 4.0 | ​ | ​ | 40.2 |

| ​ | ​ | $ | 1,820.1 | ​ | $ | 360.5 | ​ | $ | 1,246.5 | ​ | $ | 3,427.1 |

| Transaction and clearing fees | ​ | $ | 1,046.3 | ​ | $ | 1,147.2 | ​ | $ | 90.9 | ​ | $ | 84.5 | ​ | $ | 49.1 | ​ | $ | — | ​ | $ | — | ​ | $ | 2,418.0 |

| Access and capacity fees | ​ | | 107.0 | ​ | | 84.2 | ​ | | 20.6 | ​ | | 17.0 | ​ | | 7.9 | ​ | | — | ​ | | — | ​ | | 236.7 |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

As of the date of this Annual Report on Form 10-K, we have integrated the acquired Cboe [removed: Asia Pacific] [added: Canada and Cboe Digital] operations into our overall internal controls over financial reporting.

No changes occurred in the Company’s internal control over financial reporting during fourth quarter [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based on its assessment of the Company’s internal control over financial reporting, management believes that, as of December 31, [removed: 2022,] [added: 2023,] internal control over financial reporting is effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report on page [removed: 102.][added: 109.]

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, excluded Cboe Digital Intermediate Holdings, LLC (formerly known as Eris Digital Holdings, LLC) and its subsidiaries ("Cboe Digital"), as well as Aequitas Innovations, Inc. and its subsidiaries ("NEO"), acquired on May 2, 2022 and June 1, 2022, respectively.

The acquired businesses had aggregate total assets and total stockholders’ equity of $336.4 million and $302.2 million, respectively, and total revenues and revenues less costs of revenues of $22.8 million and $12.9 million, respectively, which are included in the Company’s consolidated financial statements as of and for the year ended December 31, 2022.

None of our directors or executive officers adopted or terminated a Rule 10b5\-1 trading agreement (as defined in Item 408(c) of Regulation S-K) during the quarter ended December 31, 2023.

Not applicable.

Information relating to our directors, including our audit committee and audit committee financial experts and the procedures by which stockholders can recommend director nominees, and our executive officers will be in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders planned to be held on May [removed: 11, 2023,] [added: 16, 2024,] which will be filed within 120 days of the end of our fiscal year ended December 31, [removed: 2022 (“2023] [added: 2023 (“2024] Proxy Statement”) and is incorporated herein by reference.

Information relating to our executive officers is included on pages [removed: 31 and] 32 [added: and 33] of this Annual Report on Form 10-K.

We have adopted a Code of Business Conduct and Ethics that applies to our Chief Executive Officer, Chief Financial [removed: Officer] [added: Officer,] and Chief Accounting Officer, as well as all other employees and directors.

Information relating to our executive officer and director compensation and the compensation committee of our Board of Directors will be in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

Information relating to security ownership of certain beneficial owners of our common [removed: stock and] [added: stock,] information relating to the security ownership of our [removed: management] [added: management, and equity compensation plan information] will be in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

Information regarding certain relationships and related transactions and director independence will be in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

Information regarding principal accountant fees and services will be in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

Our consolidated financial statements and the related reports of management and our independent registered public accounting firm which are required to be filed as part of this report are included in this Annual Report on Form 10-K beginning at page [removed: 101.][added: 107.]

| | ● | Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] |

| | ● | Consolidated Statements of Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] |

| | ● | Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] |

| | ● | Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] |

| | ● | Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] |

| Exhibit No. | | ​ | Description of Exhibit | [added: |]

| 3.1 | ​ | ​ | [Third Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-34774) filed on October 17, 2017.](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000027/exhibit31-charter.htm) | [added: |]

| 3.2 | ​ | ​ | [Seventh Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on August 5, 2021.](https://www.sec.gov/Archives/edgar/data/1374310/000155837021010590/cboe-20210803xex3d1.htm) | [added: |]

| 4.1 | ​ | ​ | [Indenture, dated as of January 12, 2017, by and between the Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.) and Wells Fargo Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on January 12, 2017.](http://www.sec.gov/Archives/edgar/data/1374310/000110465917002136/a16-24004_5ex4d1.htm) | [added: |]

| 4.2 | ​ | ​ | [Officer’s Certificate, dated as of January 12, 2017, establishing the 3.650% Senior Notes due 2027 of Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.), incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on January 12, 2017.](http://www.sec.gov/Archives/edgar/data/1374310/000110465917002136/a16-24004_5ex4d2.htm) | [added: |]

| 4.3 | ​ | ​ | [Form of 3.650% Senior Notes due 2027 (included in Exhibit 4.2 hereto).](http://www.sec.gov/Archives/edgar/data/1374310/000110465917002136/a16-24004_5ex4d2.htm) | [added: |]

| 4.4 | ​ | ​ | [Officer’s Certificate, dated as of December 15, 2020, establishing the 1.625% Senior Notes due 2030 of Cboe Global Markets, Inc., incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on December 15, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000110465920135728/tm2038487d1_ex4-2.htm) | [added: |]

| 4.5 | ​ | ​ | [Form of 1.625% Senior Notes due 2030 (included in Exhibit 4.4 hereto).](https://www.sec.gov/Archives/edgar/data/1374310/000110465920135728/tm2038487d1_ex4-2.htm) | [added: |]

| 4.6 | ​ | ​ | [Officers’ Certificate, dated as of March 16, 2022, establishing the 3.000% Senior Notes due 2032 of Cboe Global Markets, Inc., incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on March 16, 2022.](https://www.sec.gov/Archives/edgar/data/1374310/000110465922034520/tm229342d1_ex4-2.htm) | [added: |]

| 4.7 | ​ | ​ | [Form of 3.000% Senior Notes due 2032 (included in Exhibit 4.6 hereto).](https://www.sec.gov/Archives/edgar/data/1374310/000110465922034520/tm229342d1_ex4-2.htm) | [added: |]

| 4.8 | ​ | ​ | [Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-34774) filed on February 22, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000155837020001127/ex-4d6.htm) | [added: |]

| 10.1 | ​ | ​ | [Term Loan Credit Agreement, dated as of March 22, 2018, by and among Cboe Global Markets, Inc., Bank of America, N.A., as administrative agent, and the lender parties thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on March 23, 2018.](http://www.sec.gov/Archives/edgar/data/1374310/000110465918019674/a18-8802_1ex10d1.htm) | [added: |]

| 10.2 | ​ | ​ | [Amendment No. 1 to Term Loan Credit Agreement, dated as of May 29, 2020, by and among Cboe Global Markets, Inc. and, Bank of America, N.A., as administrative agent, and the lender parties thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on June 3, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000110465920069453/tm2021548d1_ex10-1.htm) | [added: |]

| 10.3 | ​ | ​ | [Amendment No. 2 to Term Loan Credit Agreement, dated as of June 25, 2021, by and between Cboe Global Markets, Inc., Bank of America, N.A., as administrative agent and initial lender, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on July 1, 2021.](https://www.sec.gov/Archives/edgar/data/1374310/000110465921087851/tm2120795d1_ex10-1.htm) | [added: |]

| 10.4 | ​ | ​ | [Amendment No. 3 to Term Loan Credit Agreement, dated as of March 29, 2022, by and among between Cboe Global Markets, Inc. and, Bank of America, N.A., as administrative agent and initial lender, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on April 1, 2022.](https://www.sec.gov/Archives/edgar/data/1374310/000110465922041780/tm2210926d1_ex10-1.htm) | [added: |]

| 10.5 | ​ | ​ | [removed: [Amended] [added: [Second Amended] and Restated Credit Agreement, dated as of [removed: December 21, 2020,] [added: February 25, 2022,] by and among Cboe Global Markets, Inc., with Bank of America, N.A., as administrative agent and as swing line lender, certain lenders named therein, BofA Securities, Inc., as sole lead arranger and sole bookrunner and certain syndication agents named therein, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on [removed: December 22, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000110465920138618/tm2039112d1_ex10-1.htm)] [added: February 28, 2022.](https://www.sec.gov/Archives/edgar/data/1374310/000110465922028175/tm227719d2_ex10-1.htm)] | [added: |]

| 10.6 | ​ | ​ | [removed: [Second Amended] [added: [Amendment] and [removed: Restated Credit] [added: Restatement] Agreement, dated [removed: as of February 25,] [added: June 30,] 2022, by and among [added: European Central Counterparty N.V., as borrower,] Cboe Global Markets, Inc., [removed: with] [added: as guarantor,] Bank of [removed: America, N.A.,] [added: America Europe Designated Activity Company,] as [removed: administrative] [added: co-ordinator and facility] agent and [removed: as swing line lender, certain lenders named therein, BofA Securities, Inc.,] [added: Citibank N.A., London Branch] as [removed: sole lead arranger and sole bookrunner] [added: security agent relating to the Facility Agreement (as amended] and [removed: certain syndication agents named therein,] [added: restated),] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on [removed: February 28, 2022.](https://www.sec.gov/Archives/edgar/data/1374310/000110465922028175/tm227719d2_ex10-1.htm)] [added: July 5, 2022.](https://www.sec.gov/Archives/edgar/data/1374310/000110465922077405/tm2220319d1_ex10-1.htm)] | [added: |]

| 10.7 | ​ | ​ | [removed: [Facility] [added: [Amendment and Restatement] Agreement, dated [removed: July 1, 2020,] [added: June 29, 2023,] by and among [removed: European Central Counterparty N.V.] [added: Cboe Clear Europe N.V.,] as borrower, Cboe Global Markets, [removed: Inc.] [added: Inc.,] as guarantor, Bank of America [removed: Merrill Lynch International] [added: Europe] Designated Activity Company, as [removed: co-ordinator,] [added: co-ordinator and] facility [removed: agent, lender, sole lead arranger] [added: agent] and [removed: sole bookrunner,] Citibank N.A., [added: London Branch] as security [removed: agent,] [added: agent relating to a Facility Agreement originally dated July 1, 2020, by] and [removed: certain lenders named therein (the “Facility Agreement”),] [added: among the same parties (as previously amended and restated by way of an amendment and restatement agreement dated July 1, 2021, and June 30, 2022, respectively, and further amended and restated,] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. [removed: 001-34774)] [added: 001-34771)] filed on July [removed: 1, 2020.](https://www.sec.gov/Archives/edgar/data/1374310/000110465920079758/tm2023721d1_ex10-1.htm)] [added: 5, 2023.](https://www.sec.gov/Archives/edgar/data/1374310/000110465923078169/tm2320400d1_ex10-1.htm)] | [added: |]

| [removed: 10.8] [added: 10.50] | ​ | ​ | [removed: [Amendment and Restatement Agreement, dated July 1, 2021, by and among European Central Counterparty N.V., Cboe] [added: [Cboe] Global Markets, [removed: Inc., as guarantor, Bank of America Europe Designated Activity Company, as co-ordinator and facility agent and Citibank N.A., London Branch as security agent relating to the Facility Agreement (as amended] [added: Inc. Amended] and [removed: restated),] [added: Restated Executive Severance Plan,] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on [removed: July 2, 2021.](https://www.sec.gov/Archives/edgar/data/1374310/000110465921088912/tm2120795d2_ex10-1.htm)] [added: February 12, 2021.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837021000972/cboe-20210211xex10d1.htm)] | [added: |]

| [removed: 10.9] [added: 10.36] | ​ | ​ | [removed: [Amendment and Restatement] [added: [Letter] Agreement, dated [removed: June 30, 2022, by and among European Central Counterparty N.V., as borrower,] [added: September 18, 2023, between] Cboe Global Markets, [removed: Inc., as guarantor, Bank of America Europe Designated Activity Company, as co-ordinator and facility agent and Citibank N.A., London Branch as security agent relating to the Facility Agreement (as amended] [added: Inc.] and [removed: restated),] [added: Edward T. Tilly,] incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on [removed: July 5, 2022.](https://www.sec.gov/Archives/edgar/data/1374310/000110465922077405/tm2220319d1_ex10-1.htm)] [added: September 19, 2023.*](https://www.sec.gov/Archives/edgar/data/1374310/000110465923101775/tm2326345d1_ex10-1.htm)] | [added: |]

| [removed: 10.10] [added: 10.8] | ​ | ​ | [Restated License Agreement, dated November 1, 1994, by and between Standard & Poor's Financial Services LLC (as successor-in-interest to Standard & Poor's, a division of McGraw-Hill, Inc.) and Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) (the "S&P License Agreement"), incorporated by reference to Exhibit 10.1 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_1.htm) | [added: |]

| [removed: 10.11] [added: 10.9] | ​ | ​ | [Amendment No. 1 to the S&P License Agreement, dated January 15, 1995, incorporated by reference to Exhibit 10.2 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_2.htm) | [added: |]

| [removed: 10.12] [added: 10.10] | ​ | ​ | [Amendment No. 2 to the S&P License Agreement, dated April 1, 1998, incorporated by reference to Exhibit 10.3 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_3.htm) | [added: |]

| [removed: 10.13] [added: 10.11] | ​ | ​ | [Amendment No. 3 to the S&P License Agreement, dated July 28, 2000, incorporated by reference to Exhibit 10.4 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_4.htm) | [added: |]

| [removed: 10.14] [added: 10.12] | ​ | ​ | [Amendment No. 4 to the S&P License Agreement, dated October 27, 2000, incorporated by reference to Exhibit 10.5 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_5.htm) | [added: |]

| [removed: 10.15] [added: 10.13] | ​ | ​ | [Amendment No. 5 to the S&P License Agreement, dated March 1, 2003, incorporated by reference to Exhibit 10.6 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_6.htm) | [added: |]

| [removed: 10.16] [added: 10.14] | ​ | ​ | [Amended and Restated Amendment No. 6 to the S&P License Agreement, dated February 24, 2009, incorporated by reference to Exhibit 10.7 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_7.htm) | [added: |]

| [removed: 10.17] [added: 10.15] | ​ | ​ | [Amended and Restated Amendment No. 7 to the S&P License Agreement, dated February 24, 2009, incorporated by reference to Exhibit 10.8 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_8.htm) | [added: |]

| [removed: 10.18] [added: 10.16] | ​ | ​ | [Amendment No. 8 to the S&P License Agreement, dated January 9, 2005, incorporated by reference to Exhibit 10.9 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_9.htm) | [added: |]

| [removed: 10.19] [added: 10.17] | ​ | ​ | [Amendment No. 10 to the S&P License Agreement, dated June 19, 2009, incorporated by reference to Exhibit 10.10 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_10.htm) | [added: |]

| [removed: 10.20] [added: 10.18] | ​ | ​ | [Amendment No. 11 to the S&P License Agreement, dated as of April 29, 2010, incorporated by reference to Exhibit 10 to the Company's Current Report on Form 8-K (File No. 001-34774) filed on May 11, 2010.](http://www.sec.gov/Archives/edgar/data/1374310/000110465910027664/a10-9933_1ex10.htm) | [added: |]

| [removed: 10.21] [added: 10.19] | ​ | ​ | [Amendment No. 12 to the S&P License Agreement, dated March 9, 2013, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-34774) filed on May 7, 2013. +](http://www.sec.gov/Archives/edgar/data/1374310/000137431013000030/spcboeamendment12-executio.htm) | [added: |]

| [removed: 10.22] [added: 10.21] | ​ | ​ | [Amendment No. 13 to the S&P License Agreement, dated as of December 21, 2017, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-34774) filed on December 22, 2017.+](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000041/amendmentno13no2.htm) | [added: |]

| [removed: 10.23] [added: 10.22] | ​ | ​ | [Amendment No. 14 to the S&P License Agreement, dated December 20, 2018, incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-34774) filed on February 22, 2019.](http://www.sec.gov/Archives/edgar/data/1374310/000155837019000884/cboe-20181231ex10174405e.htm) | [added: |]

| | ​ | ​ | | |

| --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- |

| 10.20 | ​ | ​ | [Amendment No. 12 to the S&P License Agreement, dated March 9, 2013 incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-34774) filed on August 4, 2023.+](https://www.sec.gov/Archives/edgar/data/1374310/000155837023013313/cboe-20230630xex10d1.htm) | |

| --- | --- | --- | --- | --- |

| 10.32 | ​ | ​ | [Form of Second Amended and Restated Director Indemnification Agreement (filed herewith).](https://www.sec.gov/Archives/edgar/data/1374310/000155837024001277/cboe-20231231xex10d32.htm) | |

| 10.34 | ​ | ​ | [Relocation Benefits for Fredric J. Tomczyk (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837024001277/cboe-20231231xex10d34.htm) | |

| --- | --- | --- | --- | --- |

| 10.59 | ​ | ​ | [Form of Restricted Stock Unit Award Agreement (for Non-employee CDN Directors), incorporated by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 001-34774) filed on February 17, 2023.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837023001489/cboe-20221231xex10d57.htm) | |

| --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- |

| 10.86 | ​ | ​ | [Restricted Stock Unit Award Agreement, dated October 12, 2023, for Fredric J. Tomczyk, incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-34774) filed on November 3, 2023.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837023017503/cboe-20230930xex10d4.htm) | |

| 10.87 | ​ | ​ | [Form of 2023 Restricted Stock Unit Award Agreement with Vesting Dates, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on August 18, 2023.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837023015106/cboe-20230815xex10d1.htm) | |

| 10.88 | ​ | ​ | [Form of 2023 Restricted Stock Unit Award Agreement without Retirement Vesting (3 Year Cliff Vest), incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on August 18, 2023.*](https://www.sec.gov/Archives/edgar/data/1374310/000155837023015106/cboe-20230815xex10d2.htm) | |

| 97.1 | ​ | ​ | [Cboe Global Markets, Inc. Executive Officer Incentive Compensation Clawback Policy (filed herewith).](https://www.sec.gov/Archives/edgar/data/1374310/000155837024001277/cboe-20231231xex97d1.htm) | |

| ​ | ​ | ​ | ​ | |

| ​ | ​ | ​ | ​ | |

| ​ | ​ | ​ | ​ | |

| ​ | ​ | ​ | ​ | |

| --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | |

| ​ | ​ | ​ | ​ | |

| ​ | ​ | ​ | ​ | |

| | ​ | ​ | |

| --- | --- | --- | --- |

| ​ | ​ | ​ | ​ |

| ​ | ​ | Title: | Executive Vice [removed: President and] [added: President,] Chief Financial | |

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: Edward T.][added: Fredric J.]

[removed: Tilly,] [added: Tomczyk,] as attorney-in-fact and agent, with full power of substitution and re-substitution, to sign on his or her behalf, individually and in any and all capacities, including the capacities stated below, any and all amendments to this Annual Report on Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

| [removed: Edward T. Tilly] [added: Fredric J. Tomczyk] | ​ | (Principal Executive Officer) | ​ | ​ |

| /s/ [removed: BRIAN N. SCHELL] [added: JILL M. GRIEBENOW] | ​ | Executive Vice President, Chief Financial Officer [removed: and Treasurer] | ​ | February [removed: 17, 2023] [added: 16, 2024] |

| [removed: Brian N. Schell] [added: Jill M. Griebenow] | ​ | (Principal Financial Officer) | ​ | ​ |

| /s/ [removed: JILL M. GRIEBENOW] [added: ALLEN L. WILKINSON] | ​ | Senior Vice [removed: President and] [added: President,] Chief Accounting Officer | ​ | February [removed: 17, 2023] [added: 16, 2024] |

| [removed: Jill M. Griebenow] [added: Allen L. Wilkinson] | ​ | (Principal Accounting Officer) | ​ | ​ |

| /s/ WILLIAM M. FARROW III | ​ | [removed: Director] [added: Chairman] | ​ | February [removed: 17, 2023] [added: 16, 2024] |